Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all Equipment; (v) all General Intangibles; (vi) all Goods; (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records pertaining to the Article 9 Collateral; (xi) all Fixtures; (xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement; (xiii) all Intellectual Property; (xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and (xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets. (b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral. (d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States. (e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 4 contracts
Sources: Security Agreement (PF2 SpinCo, Inc.), Security Agreement (PF2 SpinCo LLC), Security Agreement (Change Healthcare Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, assigns and pledges and grants to the Collateral Agent, its successors for the benefit of the Secured Parties, and permitted assigns, hereby grants to the Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 4 contracts
Sources: Security Agreement (TaskUs, Inc.), Security Agreement (Alight Inc. / DE), Security Agreement (TaskUs, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, including the GuarantyLoan Obligations (other than contingent obligations), each Grantor hereby assignsconfirms the pledge and grant to the Collateral Agent, its successors and permitted assigns of the security interest of the Original Guarantee and Collateral Agreement, for the ratable benefit of the Loan Secured Parties, and as security for the payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (other than contingent obligations), each Grantor hereby pledges and grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties in each case whether tangible or intangible, wherever located, and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Collateral, collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) the Cash Collateral Account (as defined in the Revolving Credit Agreement) and all cash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) all Chattel Paper;
(iiiiv) all Documents;
(ivv) all Equipment;
(vvi) all General Intangibles;
(vivii) all Goods;
(viiviii) all Instruments, including all Pledged Securities;
(viiiix) all Inventory or documents of title, customs receipts, insurance certificates, shipping documents and other written materials related to the purchase or import of any Inventory;
(ixx) all Investment Property;
(xxi) all Intellectual Property;
(xii) all Pledged Collateral;
(xiii) all Records and all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed letters of credit under which such Grantor is the beneficiary and Letter of Credit Rights;
(xv) all Supporting Obligations;
(xvi) all cash and cash equivalents;
(xvii) all Deposit Accounts and Securities Accounts, including all cash, marketable securities, securities entitlements, financial assets and other funds held in or on Schedule II and on deposit in any supplement thereto received by of the Collateral Agent pursuant to Section 3.03(g)foregoing;
(xviii) all other personal property whatsoever of such Grantor; and
(xvxix) to the extent not otherwise included, all Proceeds Proceeds, all accessions to and substitutions and replacements for and products of any and all of the foregoing and all Supporting Obligationsoffsprings, rents profits and products of any of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding .
(b) Notwithstanding anything to the contrary in this AgreementAgreement or any other Senior Secured Note Document, this Agreement the Equity Interests and other securities of any direct or indirect subsidiary of Holdings that are owned by any Grantor will constitute Collateral securing Note Obligations for the benefit of Senior Secured Note Holders only to the extent that such Equity Interests and other securities can secure the Senior Secured Notes and/or the guarantees in respect thereof without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of such subsidiary to be filed with the SEC (or any other governmental agency). In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any subsidiary of Holdings due to the fact that such subsidiary’s Equity Interests and other securities secure the Senior Secured Notes and/or the related guarantees, then the Equity Interests and other securities of such subsidiary shall automatically be deemed not constitute an assignment, pledge or grant to be part of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent securing the Note Obligations in favor of the Note Secured Parties (but only to the extent necessary to not be subject to such requirement) (any such Equity Interests or other securities, “Excluded Note Collateral”). In such event, the Security Documents may be amended or modified, without the consent of the Note Trustee, the Collateral Agent, any Senior Secured Note Holder or any holder of Other Pari Passu Lien Obligations, to the extent necessary to release the first-priority security interests in the shares of Equity Interests and other securities that are so deemed to no longer constitute part of the Collateral securing the Note Obligations in favor of the Note Secured Parties. For the avoidance of doubt, any such Equity Interests shall remain Collateral securing the Loan Obligations for the benefit of the Loan Secured Parties in accordance with the terms of the Credit Agreement and this Agreement. In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such subsidiary’s Equity Interests and other securities to secure the Senior Secured Notes and/or the related guarantees in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such subsidiary, then the Equity Interests and other securities of such subsidiary shall automatically be deemed to be a part of the Collateral securing the Note Obligations in favor of the Note Secured Parties (but only to the extent necessary to not be subject to any such financial statement requirement). In such event, the Security Documents may be amended or modified, without the consent of the Note Trustee, the Collateral Agent, any Senior Secured Note Holder or any holder of Other Pari Passu Lien Obligations, to the extent necessary to subject to the Liens under the Security Documents such additional Equity Interests and other securities. This Section 3.01(b) shall apply mutatis mutandis to Other Pari Passu Lien Obligations.
(c) Each Grantor hereby authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable written request. The Collateral Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings to the Borrower.
(cd) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. The Collateral Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings to the Borrower.
(e) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized . Nothing contained in this Agreement shall be construed to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and make the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection Secured Party liable as a member of the Security Interests created hereby in any Intellectual Property subsisting in limited liability company or as a partner of any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirementpartnership, none of the Grantors shall be required, nor is neither the Collateral Agent authorized, (i) to perfect the Security Interests granted nor any other Secured Party by virtue of this Agreement or otherwise (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant except as referred to the UCC in the office following sentence) shall have any of the secretary duties, obligations or liabilities of state (a member of any limited liability company or similar central filing office) of the relevant State(s)as a partner in any partnership. The parties hereto expressly agree that, and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to unless the Collateral Agent to be held in its possession shall become the owner of all Pledged Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein a limited liability company interest or (D) other methods expressly provided hereina partnership interest pursuant hereto, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and shall not be construed as creating a partnership or joint venture among the Collateral and Guarantee RequirementAgent, the Collateral and Guarantee Requirement shall govern and controlany other Secured Party, any Grantor and/or any other Person.
Appears in 4 contracts
Sources: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (CDW Finance Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, together with its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest interest, regardless of where located (collectively, the “Article 9 Collateral”but in all cases excluding any Excluded Assets):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles, including all Intellectual Property;
(vii) all InstrumentsInstruments and Promissory notes;
(viii) all Inventory;
(ix) all other Goods;
(x) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all cash and Moneys;
(xiii) all Securities Accounts;
(xiv) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(c);
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) to the extent not otherwise included, all Proceeds Proceeds, substitutions, replacements and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to foregoing (all of the contrary above in this AgreementSection 3.01, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the “Article 9 Collateral”). It is understood that the term “Article 9 Collateral” shall not include any Excluded AssetsAsset; provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of any of the foregoing (unless such Proceeds, substitutions or replacements would constitute an Excluded Asset).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant U.S. jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate describe the Article 9 collateral covered thereby in any manner that the Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office) any Copyright Security Agreement, Patent Security Agreement or Trademark Security Agreement, as applicable, as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of issued, registered or applied for United States Patents, United States Trademarks or United States Copyrights granted by each Grantor and naming any Grantor or Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 4 contracts
Sources: First Lien Collateral Agreement (Franchise Group, Inc.), Second Lien Collateral Agreement (Franchise Group, Inc.), Second Lien Collateral Agreement (Franchise Group, Inc.)
Security Interest. This Assignment constitutes either (ai) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges a valid ----------------- transfer and grants assignment to the Collateral Agent, its successors and permitted assigns, for the benefit Trust of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or and interest of the Seller in or and to any Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC as in effect in the State of New York) of such Receivables and Insurance Proceeds and Recoveries relating thereto, and such Receivables and any proceeds thereof and Recoveries allocable to the Trust and the Interchange relating to such Receivables pursuant to Section 2.5(k) of the following assets Agreement will be held by the Trust free and properties now owned clear of any Lien of any Person claiming through or at under Seller or any time hereafter acquired by such Grantor or of its Affiliates except for (x) Liens permitted under subsection 2.3(b) of the Pooling and Servicing Agreement and subject to Section 9.306 of the UCC in which such Grantor now has or at any time effect in the future may acquire any rightState of New York, title or (y) the interest of the Holder of the Seller Certificate and (collectivelyz) the Seller's right to interest accruing on, and investment earnings in respect of, the “Article 9 Collateral”):
(i) all Accounts;
Collection Account, the Retention Account or any Series Account as provided in the Pooling and Servicing Agreement; or (ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting it constitutes a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest (as defined in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(bUCC as in effect in the State of New York) Each Grantor hereby irrevocably authorizes in such property to the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements Trust, which is enforceable with respect to the Article 9 Collateral or any part existing Receivables of the [Additional Accounts] [Automatic Additional Accounts] designated hereby, the proceeds (as defined in the UCC as in effect in the State of New York) thereof and amendments Insurance Proceeds relating thereto that (i) indicate upon the Article 9 Collateral as “all assets” or “all personal property” conveyance of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information Receivables to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any GrantorTrust, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall which will be required to complete any filings governed by non-United States laws or take any other action enforceable with respect to the perfection Receivables thereafter created in respect of Additional Accounts designated hereby, the Security Interests created hereby proceeds (as defined in any Intellectual Property subsisting the UCC as in any jurisdiction outside effect in the State of the United States.
(eNew York) Notwithstanding anything thereof, Recoveries allocable to the contrary herein or in the Loan Documents Trust and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) Interchange with respect to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings such Receivables pursuant to the UCC in the office of the secretary of state (or similar central filing officesubsection 2.5(k) of the relevant State(s)Pooling and Servicing Agreement upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Trust in such property, and filings upon the filing of a financing statement described in the applicable real estate records Section 4 of this Assignment with respect to any fixtures the Additional Accounts designated hereby and, in the case of Receivables hereafter created in such Additional Accounts and the proceeds (as defined in the UCC as in effect in the State of New York) thereof, Insurance Proceeds relating to Mortgaged Propertiessuch Receivables, (B) filings with Recoveries allocable to the USPTO or the USCO, as applicable, Trust and Interchange with respect to Intellectual Property such Receivables pursuant to subsection 2.5(k) of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments Pooling and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Servicing Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirementupon such creation, the Collateral Trust shall have a first priority perfected security interest in such property, except for Liens permitted under subsection 2.5(b) of the Pooling and Guarantee Requirement shall govern and controlServicing Agreement or as provided in Section 9-306 of the UCC as in effect in the State of Connecticut or New York, whichever is applicable.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Peoples Bank Credit Card Master Trust), Pooling and Servicing Agreement (Peoples Bank), Pooling and Servicing Agreement (Peoples Bank Credit Card Master Trust)
Security Interest. (a) As security for the payment or performance, as the case may be, performance in full of the Secured Obligations, including the GuarantyGuaranteed Obligations, each Grantor hereby pledges to the Administrative Agent, its successors and permitted assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all EquipmentEquipment and Fixtures;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest interests in such Article 9 Collateral is accomplished solely by the filing of a UCC financing statement;
(xiiixi) all books and records pertaining to the Article 9 Collateral;
(xii) all Intellectual PropertyProperty and Licenses;
(xivxiii) all Commercial Tort Claims listed on Schedule II III and on any supplement thereto received by the Collateral Administrative Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds Proceeds, products, accessions, rents and products profits of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and (ii) the term “Article 9 Collateral” Collateral (nor any defined term therein) shall not include any Excluded Assets.
(b) Each Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto and continuations thereof that (i) indicate the Article 9 Collateral as “all assetsassets of the debtor, whether now existing or hereafter arising” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral; provided that the foregoing will not limit or otherwise affect the obligations and liabilities of the Grantors to the extent set forth herein and in the other Loan Documents.
(d) The Collateral Upon three (3) Business Days prior written notice (or, with respect to filings as of the Closing Date, without any such notice) to the applicable Grantor, the Administrative Agent is authorized to file with the USPTO or the USCO (or any successor office) such additional documents (including any Intellectual Property Security Agreements and/or supplements thereto) as may be necessary or advisable for the purpose of creatingperfecting, attaching and perfecting confirming, continuing, enforcing or protecting the Security Interest in United States the Registered Intellectual Property Collateral of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Administrative Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee RequirementDocuments, none of the Grantors shall be required, nor is the Collateral Administrative Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged PropertiesProperty to the extent required by the Collateral and Guarantee Requirement, (B) filings with the USPTO or the USCO, as applicable, in United States government offices with respect to Intellectual Property of the Grantors Grantor as expressly required elsewhere herein, (C) delivery to the Collateral Administrative Agent to be held in its possession of all Collateral consisting of Instruments and or certificated Pledged Equity Collateral as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any deposit account control agreementsagreement, securities account control agreement or any other control arrangements agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by “control,” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (iiiii) to take any action (other than the actions listed in clauses (i)(A) and (C) above) with respect to any non-U.S. jurisdiction assets located outside of the United States or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any other assets, including any intellectual property Intellectual Property registered in any non-U.S. jurisdiction (it being understood that there shall be and no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdictionjurisdiction shall be required), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting assets subject to a certificate of leasehold interests title statute or proceeds of Collateral. Notwithstanding anything (v) to the contrary deliver any Equity Interests except as expressly provided in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controlSection 2.02.
Appears in 4 contracts
Sources: Security Agreement, Security Agreement (Global Eagle Entertainment Inc.), First Lien Security Agreement (Global Eagle Entertainment Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Administrative Agent, its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventoryother Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant that none of a security interest in any Excluded Assets and the term “Article 9 Collateral” ”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not include any be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 4 contracts
Sources: Credit Agreement (Blue Buffalo Pet Products, Inc.), Collateral Agreement (Blue Buffalo Pet Products, Inc.), Collateral Agreement (Blue Buffalo Pet Products, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may beapplicable, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all GoodsIntellectual Property;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-credit rights;
(xi) the commercial tort claims specified on Schedule IV;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationscollateral security, collateral security supporting obligations and guarantees given by any Person with respect to any of the foregoing; provided that. Notwithstanding the foregoing, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” Collateral shall not include (i) any Excluded AssetsEquipment that is subject to a purchase money Lien or Lien securing Capital Lease Obligations, in each case, permitted under the Credit Agreement to the extent the documents relating to such purchase money Lien or Capital Lease Obligations would not permit such Equipment to be subject to the Security Interests created hereby, (ii) any property to the extent that the grant of the Security Interest in such property is prohibited by any Requirements of Law of any Governmental Authority, (iii) any contract, license or agreement to the extent that the grant of the Security Interest in such contract, license or agreement constitutes a breach or default under or results in termination of such contract, license, agreement, (iv) any Investment Property or Pledged Securities to the extent that the grant of the Security Interest in such Investment Property or Pledged Securities constitutes a breach or default under any applicable shareholder or similar agreement, except, in each case (i) through (iv), to the extent that such Requirement of Law or the provision of such contract, license, agreement instrument or other document or shareholder or similar agreement giving rise to such prohibition, breach, default or termination is ineffective under applicable law, (v) Equity Interests of Unrestricted Subsidiaries, Restricted Subsidiaries that are not wholly owned, entities that are Specified Subsidiaries by reason of clauses (ii) or (iii) of the definition of Specified Subsidiary or entities that are not Subsidiaries (other than Equity Interests held in any Securities Account), and (vi) more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary; it being understood that this paragraph shall not be seen as excluding from the Article 9 Collateral Proceeds, substitutions or replacements of property described in clauses (i) through (vi) above unless such Proceeds, substitutions or replacements would constitute property described in such clauses (i) through (vi).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect such other description as being of an equal or lesser scope or with greater detail the Collateral Agent may determine and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any reasonable requestrelevant jurisdiction any initial financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 4 contracts
Sources: Credit Agreement (United Surgical Partners International Inc), Guarantee and Collateral Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantyGuarantees, each Grantor hereby assigns, assigns and pledges and grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Property;
(ii) all Accounts;
(iiiii) all Chattel Paper;
(iiiiv) all Commercial Tort Claims listed on Schedule II hereto;
(v) all Deposit Accounts;
(vi) all Documents;
(ivvii) all Equipment;
(vviii) all General Intangibles;
(vi) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(xxii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (A) any Excluded Assets letter-of-credit rights, (B) any Securitization Assets, (C) motor vehicles and other assets subject to certificates of title, (D) any Equity Interests in any Unrestricted Subsidiary or any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect subsidiary of Holdings, (F) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (G) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings, (H) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (I) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (J) (i) if there are outstanding Obligations under the Senior Credit Facilities, any asset with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, any asset with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the term “Article 9 Collateral” Notes Collateral Agent its reasonable determination that the costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, (K) security interests prohibited by law or by agreements containing anti-assignment clauses not overridden by the UCC or other applicable law or (L) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, lease, instrument, license or other document or any assets subject thereto if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein shall not include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any Excluded Assetsother party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (L) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the Uniform Commercial Code. Each Grantor shall, if requested to do so by the Trustee, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Trustee reasonably determines to be material.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including including
(A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 4 contracts
Sources: Security Agreement (Freescale Semiconductor, Ltd.), Security Agreement (Freescale Semiconductor, Ltd.), Security Agreement (Freescale Semiconductor Inc)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, including the Guaranty, each Grantor Pledgor hereby assigns, assigns and pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(1) Securities Accounts, (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held any Securities Account or Deposit Account and (4) all other money in the possession of the Administrative Agent;
(xiii) all timber to be cut;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) (i) the Bucksport Co-Gen Assets, (ii) the Excluded Assets Minority Interests, (iii) any Equity Interests acquired after the Closing Date in a person that is not a Subsidiary if, and to the extent that, and for so long as, a grant of a security interest in such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests (if such obligation existed at the time of acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests), and (iv) any assets acquired after the Closing Date to the extent that, and for so long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness pursuant to Section 6.01(i) of the Credit Agreement or any equivalent exception in any other Secured Agreement that is secured by a Permitted Lien), (c) any (x) property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof (other than Section 3.01(a)(iv)) and (y) Rule 3-16 Collateral solely to the extent and with respect to the obligations described in the last paragraph of Section 3.01, (d) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose or (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term “Article 9 Collateral” would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall not include any Excluded Assetsinclude, 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.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings and filings with respect to timber to be cut) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Administrative Agent promptly upon request, including providing within 30 days of any reasonable requestrequest therefor legal descriptions of real property (other than real property subject to a Mortgage) on which timber to be cut of such Pledgor is located. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Administrative Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 3 contracts
Sources: Guarantee and Collateral Agreement (Verso Paper Corp.), Guarantee and Collateral Agreement (Verso Paper Corp.), Credit Agreement (Verso Paper Corp.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties properties, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventory;Investment Property:
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(x) all Goods and Fixtures;
(xi) all FixturesMoney, cash, cash equivalents, Deposit Accounts, Securities Accounts and Commodities Accounts;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II III and on any supplement thereto received by thereto;
(xiv) the Collateral Agent pursuant to Section 3.03(g)Account, and all cash, Money, Securities and other investments deposited therein;
(xv) all Supporting Obligations;
(xvi) all Security Entitlements in any or all of the foregoing;
(xvii) all Intellectual Property; and
(xvxviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that Article 9 Collateral shall not include, and the Security Interest shall not attach to, any of the following assets or property, each being an “Excluded Asset”:
(i) any asset (including any Equipment or Inventory owned by a Grantor that is subject to a Lien permitted under Section 7.01(i) of the Credit Agreement securing Indebtedness permitted under Section 7.03 of the Credit Agreement to finance or refinance such Equipment or Inventory) or any lease, license, franchise, charter, authorization, contract or agreement to which any Loan Party is a party, together with any rights or interest thereunder, in each case, if and to the extent security interests therein (x) are prohibited by or in violation of any applicable Law, (y) requires any governmental consent or consent of a third party that is not a Loan Party or an Affiliate of a Loan Party (to the extent the applicable Loan Party has used commercially reasonable efforts to obtain such consent) that has not been obtained or (z) in the case of any lease, license, franchise, charter, authorization, contract or agreement, is prohibited by or in violation of a term, provision or condition of any such lease, license, franchise, charter, authorization, contract or agreement to which such Grantor is a party, except, in the case of each of the foregoing clauses (x), (y) and (z), to the extent that such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity; provided, however, that, notwithstanding anything the foregoing, the Collateral shall include (and the Security Interest shall attach) at such time as the contractual or legal prohibition shall no longer be applicable and to the contrary extent severable, shall attach to any portion of such asset, lease, license, franchise, charter, authorization, contract or agreement not subject to the prohibitions specified in clauses (x), (y) or (z) above; provided, further, that the Excluded Assets referred to in this Agreement, this Agreement clause (i) shall not constitute include any Proceeds or receivables of any such asset, lease, license, franchise, charter, authorization, contract or agreement;
(ii) the Excluded Equity Interests;
(iii) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an assignment“Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto (it being understood that after such filing and acceptance such intent-to-use application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral);
(A) any leasehold interest (including any ground lease interest) in real property, pledge (B) any fee interest in owned real property with a fair market value below $10,000,000 and (C) any Fixtures affixed to any real property to the extent (x) such Fixtures are affixed to any real property with a fair market value below $10,000,000 or grant of (y) a security interest in such Fixtures may not be perfected by the filing of a UCC financing statement in the jurisdiction of organization of the applicable Grantor.
(v) (A) as extracted collateral, (B) timber to be cut, (C) farm products and (D) manufactured homes;
(vi) any particular asset, if the pledge thereof or the security interest therein would result in material adverse tax consequences to any Grantor as reasonably determined by the Borrower with notice in writing (which shall reasonably identify the basis for such determination) to the Administrative Agent;
(vii) any specifically identified asset with respect to which the Administrative Agent has determined (in its reasonable judgment) that the costs of obtaining, perfecting or maintaining a Security Interest or pledge in such asset exceed the fair market value thereof (as determined by the Borrower in its reasonable judgment) or the practical benefit to the Secured Parties afforded thereby;
(viii) Excluded Intercompany Debt; and
(ix) motor vehicles, aircraft and other assets subject to certificates of title or ownership (including, without limitation, aircraft, airframes, aircraft engines or helicopters, or any equipment or other assets constituting a part thereof, in each case to the extent subject to Federal Aviation Act registration requirements, and rolling stock; provided that if and when any property shall cease to be an Excluded Asset, a Lien on and security interest in such property shall be deemed granted therein and the provisions of this Agreement shall apply to such property, including the Proceeds of any General Intangible, Instrument, license, property right, permit or any other contract or agreement (except to the extent such Proceeds are an Excluded Assets). Notwithstanding anything to the contrary, the Proceeds of, or in respect of, any Excluded Assets and the term “shall constitute Article 9 Collateral” shall not include any Collateral (except to the extent such Proceeds are an Excluded AssetsAsset).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements or continuation statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate describe the Article 9 collateral covered thereby in any manner that the Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement including indicating the Collateral as “all assets” assets or “all personal property” property of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. The Collateral Agent is further irrevocably authorized to file (to the extent the Grantors have not already made such filings) Intellectual Property Security Agreements, or supplement or amendments thereof, executed by the applicable Grantor(s) with the United States Patent and Trademark Office or United States Copyright Office (or any successor offices). Without limiting the rights and remedies of the Collateral Agent arising under Applicable Law and under the Loan Documents, the Parties agree that in the event an Intellectual Property Security Agreement, or supplement or amendments thereof, is no longer a reasonably acceptable form of documentation to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor offices), as applicable, the authorization granted in the preceding sentence extends to any other documents and actions reasonably necessary to evidence, record, confirm or otherwise perfect the Security Interest in IP Collateral consisting of U.S. issued Patents, U.S. registered Trademarks or U.S. registered Copyrights (and applications for any of the foregoing) naming the Collateral Agent as secured party, but, except as provided under Article V hereof or under the Loan Documents, the Collateral Agent is not authorized to execute any such documents on any Grantor’s behalf (to the extent such execution is necessary).
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 3 contracts
Sources: Second Lien Security Agreement, Second Lien Security Agreement (Advantage Solutions Inc.), First Lien Security Agreement (Advantage Solutions Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the First Lien Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest interest, regardless of where located (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles, including all Intellectual Property;
(vii) all Instruments;
(viii) all Inventory;
(ix) all other Goods;
(x) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(c);
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatthat in no event shall the Security Interest attach to (A) any Excluded Asset (including any Excluded Equity Interest), notwithstanding anything or (B) any asset owned by any Grantor that the Borrower and the First Lien Collateral Agent shall have agreed in writing to exclude from being Article 9 Collateral on account of the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant cost of creating a security interest in any Excluded Assets and such asset hereunder being excessive in view of the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of benefits to be obtained by the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor therefrom. It is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreementthat, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement Security Interest shall govern and control.not have attached to any such asset as a result of clauses (A) or
Appears in 3 contracts
Sources: First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Topco, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantySenior Guarantees, each Grantor hereby assigns, assigns and pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventory;
(ix) all Investment Property;
(ix) all Letter-of-Credit Rights;
(x) the Commercial Tort Claims described on Schedule III and on any supplement thereto received by the Administrative Agent pursuant to Section 3.04(c);
(xi) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (A) motor vehicles or other assets subject to certificates of title, (B) deposit accounts or securities accounts, (C) Receivables Management Assets owned by, or owing to, any Person (other than the Borrower or a Restricted Subsidiary) or held in trust for the benefit of any such Person, and the Equity Interests of Excluded Receivables Management Subsidiaries (D) any Excluded Assets Equity, (E) any asset with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest in is excessive in view of the benefits to be obtained by the Lenders, (F) any General Intangible, Investment Property or other property or rights of a Grantor arising under or evidenced by any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other property or rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the term “Article 9 Collateral” avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (F) above shall not include affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any Excluded Assetssuch Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC, (G) any license, permit, franchise, authorization, consent, registration or other approval issued by the Federal Communications Commission (or any equivalent state agency) (collectively, the “FCC Licenses”) held by any Grantor to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by any applicable law, including the UCC or (H) Margin Stock unless the applicable requirements of Regulations T, U and X of the Board of Governors of the Federal Reserve have been satisfied.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 3 contracts
Sources: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Security Agreement (West Corp)
Security Interest. (a1) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, pledges for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper;
(iiic) all cash, Money and Deposit Accounts;
(d) all Documents;
(ive) all Equipment;
(vf) all General Intangibles;
(vi) all Goods;
(viig) all Instruments;
(viiih) all Inventory;
(ixi) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xiij) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiiik) all Intellectual Property;
(xivl) all Commercial Tort Claims listed Claims, including those described on Schedule II IV hereto;
(m) each of the following:
(i) Securities Accounts;
(ii) Investment Property credited to Securities Accounts from time to time and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)all Security Entitlements in respect thereof; and
(xviii) all cash held in any Securities Account or Deposit Account;
(n) all books and Records pertaining to the extent not otherwise includedArticle 9 Collateral; and
(o) all Proceeds, all Proceeds Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, (i) the Article 9 Collateral will not include any Pledged Collateral and (ii) the Article 9 Collateral (and any components comprising thereof) will not include, this Agreement shall will not constitute an assignment, pledge or a grant of a security interest in, the security interest granted hereunder will not attach to and no representation, warranty, covenant or any other provision contained in this Agreement or any other Security Document shall apply to, any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded AssetsAsset.
(b2) Each Subject to the limitations set forth in Section 4.01(6), each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Collateral (including all Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including including:
(a) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor; and
(b) a description of collateral that describes such property in any manner as the Collateral Agent may reasonably determine is necessary to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets”, whether now owned or hereafter acquired, or words of similar effect. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable written request.
(c3) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary for the purpose of perfecting, continuing, enforcing or protecting the Security Interest granted in Intellectual Property by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(4) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Grantor.
(5) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 3 contracts
Sources: Term Loan Guarantee and Collateral Agreement, Term Loan Guarantee and Collateral Agreement (Amneal Pharmaceuticals, Inc.), Abl Guarantee and Collateral Agreement (Impax Laboratories, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(iI) all Accounts;
(iiII) all Chattel Paper;
(iiiIII) all Cash and Deposit Accounts;
(IV) all Documents;
(ivV) all Equipment;
(vVI) all General Intangibles, including all Intellectual Property;
(vi) all Goods;
(viiVII) all Instruments;
(viiiVIII) all Inventory;
(ixIX) all other Goods and Fixtures;
(X) all Investment Property;
(xXI) all Letter-of-Credit Rights;
(XII) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(c);
(XIII) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvXIV) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatthat in no event shall the Security Interest attach to and no representation, notwithstanding anything warranty or covenant contained herein or in any other Security Document shall apply to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in (A) any Excluded Assets and (B) the Excluded Equity Interests (it being understood that, to the extent the Security Interest shall not have attached to any such asset as a result of clauses (A) and (B) above, the term “Article 9 Collateral” shall not include any Excluded Assetssuch asset).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings but excluding Intellectual Property filings, which are addressed below) with respect to the Article 9 Collateral or any part thereof and amendments thereto thereto, including continuations, that (i) indicate describe the Article 9 collateral covered thereby in any manner that the Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor, if applicable, and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any the Collateral Agent’s reasonable request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto with respect to the Article 9 Collateral or any part thereof naming any Grantor as debtor or the Grantors as debtors and the Collateral Agent as secured party, if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of United States registered or applied for Patents, Trademarks or Copyrights, including exclusive Copyright Licenses, granted by each Grantor and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings or other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 3 contracts
Sources: Collateral Agreement (Vacasa, Inc.), Collateral Agreement (Vacasa, Inc.), Collateral Agreement (EverCommerce Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor Pledgor hereby assigns, assigns and pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Intellectual Property;
(xi) all Inventory;
(ixxii) all Investment PropertyProperty other than the Pledged Collateral;
(xxiii) all Letters of Credit and Letter of Credit Rights;
(xiv) all minerals, oil, gas and As-Extracted Collateral;
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) substitutions, replacements, accessions, products and proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreementany Credit Documents, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (and the Article 9 Collateral shall not include) and the other provisions of the Credit Documents with respect to Collateral need not be satisfied with respect to (a) motor vehicles or other assets subject to certificates of title and commercial tort claims, (b) any assets over which the granting of security interests in such assets would be prohibited by an enforceable contractual obligation binding on the assets that existed at the time of the acquisition thereof and was not created or made binding on the assets in contemplation or in connection with the acquisition of such assets (except in the case of assets owned on the Issue Date or acquired after the Issue Date with Indebtedness of the type permitted pursuant to Section 4.03(b)(iv) of the Indenture and any equivalent provision in any Other Second-Priority Lien Obligations Document), applicable law or regulation (in each case, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code, other than proceeds thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions) or to the extent that such security interests would require obtaining the consent of any governmental authority or would result in materially adverse tax consequences as reasonably determined by the Issuer in writing delivered to the Collateral Agent, (c) those assets with respect to which, in the reasonable judgment of the Applicable Agent and the Issuer, evidenced in writing delivered to the Agent, the costs or other consequences of obtaining or perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom, (d) any Letter of Credit Rights (other than to the extent a Lien thereon can be perfected by filing a customary financing statement), (e) any Excluded Assets Securities, (f) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would violate the terms of applicable law or of such license, contract or agreement, or result in a breach of the terms of, or constitute a default under, any such 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 Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or regulation (including the Bankruptcy Code) or principles of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the 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, (g) any equipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capitalized Lease Obligation, in each case, as permitted under the term Indenture and not prohibited by any other Credit Document, if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any person other than the Pledgors as a condition to the creation of any other security interest on such equipment or asset and, in each case, such prohibition or requirement is permitted by under the Indenture and not prohibited by any other Credit Document, (h) any foreign collateral or credit support with respect to such foreign collateral (other than any such assets pledged pursuant to the Pledge Agreement), (i) any real property (owned or leased) or oil and gas properties (owned or leased) other than the Mortgaged Properties, and (j) any asset at any time that is not then subject to a Lien securing First-Priority Lien Obligations at such time (the foregoing clauses (a) through (j), the “Article 9 Collateral” shall not include any Excluded Assets”). With respect to the Collateral, no control agreements or control arrangements will be required with respect to any Deposit Accounts, Securities Accounts, Commodity Contracts or any other asset, the perfection of a security interest in which specifically requires a control arrangement or control agreement (other than the delivery of Pledged Securities to the Applicable Agent to the extent required by Article II).
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 3 contracts
Sources: Collateral Agreement (EP Energy Corp), Collateral Agreement (EP Energy Corp), Collateral Agreement (EP Energy Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantyGuarantees, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vvii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(xxii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and Asset (which Excluded Assets, for the term avoidance of doubt, shall not constitute “Article 9 Collateral” shall not include any Excluded Assets”).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 3 contracts
Sources: Pledge and Security Agreement (Sabre Corp), Pledge and Security Agreement (Sabre Corp), Pledge and Security Agreement (Sabre Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantyGuarantees, each Grantor hereby assigns, assigns and pledges and grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vvii) all Fixtures;
(viii) all General Intangibles;
(viix) all Goods;
(viix) all Instruments;
(viiixi) all Inventory;
(ixxii) all Investment Property;
(xxiii) all Pledged Securities;
(xiv) all books and records pertaining to the Article 9 Collateral;
(xixv) all Fixtures;
(xii) all Letters of Credit and Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiiixvi) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Money; and
(xvxvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include Asset or any Excluded AssetsSecurity.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent (but the Notes Collateral Agent shall not be required) for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 3 contracts
Sources: Pledge and Security Agreement, Pledge and Security Agreement (Avaya Inc), Pledge and Security Agreement (Avaya Inc)
Security Interest. (a) As If, notwithstanding the intent of the parties stated in Section 2.01(c), the sale, assignment and transfer of any Sold Assets to the Administrative Agent (for the ratable benefit of the Purchasers) hereunder (including pursuant to Section 2.01(b)) is not treated as a sale for all purposes (except as provided in Sections 2.01(d) and 12.11), then such sale, assignment and transfer of such Sold Assets shall be treated as the grant of a security interest by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) to secure the payment and performance of all the Seller’s obligations to the Administrative Agent, the Purchasers and the other Secured Parties hereunder and under the other Transaction Documents (including all Seller Obligations). Therefore, as security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment or performancewhen due of the Aggregate Capital and all Yield and all other Seller Obligations, as the case may be, in full Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured ObligationsParties, including a continuing first priority security interest in, all of the GuarantySeller’s right, each Grantor hereby assignstitle and interest in, pledges to and grants to under all of the Collateral AgentSold Assets, its successors and permitted assignswhether now or hereafter owned, existing or hereafter arising.
(b) The Administrative Agent (for the benefit of the Secured Parties) shall have, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of all the foregoing; provided thatSold Assets, notwithstanding anything and in addition to all the other rights and remedies available to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
Administrative Agent (b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at Parties), all the rights and remedies of a secured party under any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable requestUCC.
(c) The Security Interest is granted as security only and shall not subject For the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability avoidance of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorizeddoubt, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings grant of security interest pursuant to the UCC this Section 2.07 shall be in the office of the secretary of state (or similar central filing office) of the relevant State(s)addition to, and filings in shall not be construed to limit or modify, the applicable real estate records with respect sale of Sold Assets pursuant to any fixtures relating to Mortgaged Properties, (BSection 2.01(b) filings with the USPTO or the USCO, as applicable, with respect Seller’s grant of security interest pursuant to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided hereinSection 2.08, (ii) to enter into nothing in Section 2.01 shall be construed as limiting the rights, interests (including any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereofsecurity interest), (ii) to take any actions in any non-U.S. jurisdiction obligations or required by the laws liabilities of any non-U.S. jurisdiction in order to create or perfect any security interests in any assetsparty under this Section 2.07, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), and (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything subject to the contrary foregoing clauses (i) and (ii), this Section 2.07 shall not be construed to contradict the intentions of the parties set forth in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controlSection 2.01(c).
Appears in 3 contracts
Sources: Receivables Purchase Agreement (Kinetik Holdings Inc.), Receivables Purchase Agreement (Kinetik Holdings Inc.), Receivables Purchase Agreement (Mativ Holdings, Inc.)
Security Interest. (a) As Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interest made pursuant to Section 4.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all insurance claims and proceeds;
(xi) all Letter-of-credit rights;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Collateral Agent, including describing such property as “all assets” or “all property”. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any reasonable requestrelevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 3 contracts
Sources: Credit Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantyand subject to Section 4.01(d), each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash, cash equivalents and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles, including all Intellectual Property;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Propertyother Goods;
(x) all books and records pertaining to the Article 9 CollateralInvestment Property;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only Rights;
(xii) all Commercial Tort Claims described on Schedule IV, as such schedule may be supplemented from time to the extent constituting a Supporting Obligation for other Article 9 Collateral as time pursuant to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementSection 4.02(e);
(xiii) all Intellectual PropertyFixtures that are personal property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything and
(xv) all books and records pertaining to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assetsforegoing.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties (or its designee) at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being or of an equal or a lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor. Each Grantor agrees to provide the information required for any such information filing to the Collateral Agent promptly upon any reasonable request. The Collateral Agent (or its designee) is further authorized by each Grantor to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property granted by such Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article III are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent Notwithstanding anything herein to the contrary, to the extent and for so long as any asset is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creatingExcluded Property, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunderunder this Section 4.01 shall not attach to, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of not include, such asset; provided, however that the Security Interests created hereby in Interest shall immediately attach to, and the Collateral shall immediately include, any Intellectual Property subsisting in any jurisdiction outside of the United Statessuch asset (or portion thereof) upon such asset (or such portion) ceasing to be Excluded Property.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee RequirementDocuments, none of the Grantors shall be required, nor is the Collateral Agent authorized, required (i) to perfect the Security Interests Interest granted by this Agreement (including any Security Interests Interest in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) Uniform Commercial Code of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, in United States government offices with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated or Pledged Equity Collateral as expressly required elsewhere herein (together with any necessary endorsements, stock powers or other instruments of transfer reasonably requested by the Collateral Agent) or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than for in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof)Section 4.04, (ii) to take any action (other than the actions listed in clauses (i)(A), (B) and (C) above) with respect to any non-U.S. jurisdiction or required by assets located outside of the laws of any non-U.S. jurisdiction in order United States, (iii) to create or perfect any the security interests in granted by this Agreement by taking any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed actions required under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, jurisdiction outside the United States or (iv) to take perfect any actions other than the filing of UCC financing statements to perfect security interests granted by this Agreement in any Collateral consisting assets subject to a certificate of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controltitle statute.
Appears in 3 contracts
Sources: Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (Madison Square Garden Co)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in in, to or to under any and all of the following assets and properties properties, wherever located, and whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts, including Receivables;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims described on Schedule III hereto, as such Schedule may be supplemented from time to time pursuant to Section 3.04(d);
(iv) all Deposit Accounts, Securities Accounts and Commodity Accounts;
(v) all Letter of Credit Rights;
(vi) all Documents;
(vii) all Equipment;
(vviii) all General Intangibles;
(vi) all Goods;
(viiix) all Instruments;
(viiix) all InventoryInsurance;
(ixxi) all Inventory and other Goods;
(xii) all Fixtures;
(xiii) all Investment Property;
(xxiv) all Intellectual Property;
(xv) all Money;
(xvi) all Residual Interests;
(xvii) all Mortgage Loans;
(xviii) all Collateral Accounts;
(xix) all books and records pertaining to the Article 9 Collateral;
(xixx) all Fixtures;
cash, Cash Equivalents and Money (xiia) all Letter-of-Credit Rights but only held in, or expressly required to the extent constituting a Supporting Obligation for other Article 9 be deposited into, any Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
Account or (xiiib) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Agent, any Noteholder or any other Secured Party as a result of the exercise of remedies in accordance with the Note Documents in respect of the Pledged Securities; and
(xvxxi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity or warranty payable to any Grantor from time to time with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes (but does not obligate) the Collateral Agent Agent, for the benefit of the Secured Parties Parties, at any time and from time to time to file (x) in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor Grantor, or words of similar effect as or being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates, and (y) solely with respect to Intellectual Property Collateral, with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The pledge and perfection of the Pledged Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect is subject to the perfection provisions of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside definition of the United StatesCollateral Requirement.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Security Agreement (Velocity Financial, Inc.), Security Agreement (Velocity Financial, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured First Lien Obligations, including the GuarantyGuarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the First Lien Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the First Lien Secured Parties, and confirms its continuing prior grant to the Collateral Agent for the benefit of the Secured Parties of, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventory;
(ix) all Investment Property;
(xix) all books and records pertaining to the Article 9 Collateral;
(xix) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II Money and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Deposit Accounts; and
(xvxi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatprovided, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets (and the term “Article 9 Collateral” shall not include) (A) any vehicle covered by a certificate of title or ownership, (B) any Equity Interest excluded from the pledge made pursuant to Article II hereunder pursuant to clauses (A) through (G) of Section 2.01, (C) any asset with respect to which the Administrative Agent determines (with an acknowledgement to the U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a security interest in such asset is excessive in view of the benefits to be obtained by the Lenders, (D) any Equipment owned by any Grantor that is subject to a purchase money lien or a Capitalized Lease permitted by the Credit Agreement if the contract or other agreement in which such Encumbrance is granted (or the documentation providing for such Capitalized Lease) prohibits or requires the consent of any person other than the U.S. Borrower or any Subsidiary as a condition to the creation of any other security interest on such Equipment, (E) any assets with respect to which a security interest is not required to be granted under Section 6.11 of the Credit Agreement by reason of the second sentence of Section 6.11(b) or of Section 6.11(d) of the Credit Agreement or (F) any General Intangible, Investment Property or rights of a Grantor arising under any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein shall not include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any Excluded Assetsother party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (F) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC. Each Grantor shall, if requested to do so by the Administrative Agent, the Collateral Agent or any Applicable First Lien Representative, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent or the Collateral Agent or the Applicable First Lien Representative reasonably determines to be material.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the First Lien Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other First Lien Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein in Article II or Article III, the term “Pledged Equity,” “Pledged Collateral” or “Collateral”, as it refers to such Collateral securing Permitted Debt Offering Obligations for which the applicable Permitted Debt Offering Agreement specifies such obligations will be subject to this paragraph or whose Authorized Representative otherwise elects to be subject to this paragraph, shall not include any Equity Interests and other securities of a Subsidiary of the Company to the extent that the pledge of such Equity Interests and other securities would result in ▇▇▇▇▇▇▇ or the Company being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant Permitted Debt Offering Obligations affected; provided that neither ▇▇▇▇▇▇▇ nor any Subsidiary shall take any action in the Loan Documents and without limiting form of a reorganization, merger or other restructuring a principal purpose of which is to provide for the provisions contained release of the Lien on any Equity Interests pursuant to this clause (d). In addition, in the Collateral and Guarantee Requirementevent that Rule 3-16 of Regulation S-X under the Securities Act of 1933, none as amended (“Rule 3-16”) is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Grantors shall Company due to the fact that such Subsidiary’s Equity Interests secures the Permitted Debt Offering Obligations affected thereby, then the Equity Interests of such Subsidiary will automatically be requireddeemed not to be part of the Collateral securing the relevant Permitted Debt Offering Obligations affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, nor is this Agreement may be amended or modified, without the consent of any First Lien Secured Party, to the extent necessary to release the First Lien Security Interests in favor of the Collateral Agent authorized, (i) on the shares of Equity Interests that are so deemed to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office no longer constitute part of the secretary of state Collateral for the relevant Permitted Debt Offering Obligations only. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or similar central is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests to secure the Permitted Debt Offering Obligations in excess of the amount then pledged without the filing officewith the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant State(s), Permitted Debt Offering Obligations. For the avoidance of doubt and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding notwithstanding anything to the contrary in this Agreement, to nothing in this clause (d) shall limit the extent that there is an express conflict between this Agreement pledge of such Equity Interests and other securities from securing the Obligations and the Collateral and Guarantee RequirementInitial Permitted Debt Offering Obligations at all times or from securing any Permitted Debt Offering Obligations that are not in respect of securities subject to regulation by the SEC for which the applicable Permitted Debt Offering Agreement specifies, the Collateral and Guarantee Requirement shall govern and controlor whose Authorized Representative elects to be subject to this paragraph.
Appears in 2 contracts
Sources: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Nielsen CO B.V.)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of its Note Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured ObligationsParties, including the Guaranty, each Grantor and hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(1) Securities Accounts, (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held any Securities Account or Deposit Account and all other money in the possession of the Collateral Agent;
(xiii) all timber to be cut;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (A) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (B) (i) the Bucksport Co-Gen Assets, (ii) the Excluded Assets Minority Interests, (iii) any Equity Interests acquired after the Closing Date in a person that is not a Subsidiary if, and to the extent that, and for so long as, a grant of a security interest in such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests (if such obligation existed at the time of acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests), and (iv) any assets acquired after the Closing Date to the extent that, and for so long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness pursuant to Section 4.03(b)(iv) of the Indenture or any equivalent exception in any other Note Document that is secured by a Permitted Lien), (C) any (x) property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof (other than Section 3.01(a)(iv)) and (y) Rule 3-16 Collateral solely to the extent and with respect to the obligations described in the last paragraph of Section 3.01, (D) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, or (E) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term “Article 9 Collateral” would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall not include any Excluded Assetsinclude, 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.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings and filings with respect to timber to be cut) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor. Pledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property.” Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request, including providing within 30 days of any reasonable requestrequest therefor legal descriptions of real property (other than real property subject to a Mortgage) on which timber to be cut of such Pledgor is located. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Collateral Agreement (Verso Paper Holdings LLC), Collateral Agreement (Verso Paper LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantyGuarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights Rights, but only to the extent constituting a Supporting Obligation supporting obligation for other Article 9 Collateral as to which perfection of a security interest interests in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II III and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Security Agreement (Hilton Worldwide Holdings Inc.), Security Agreement (APX Group Holdings, Inc.)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured ObligationsParties, including the Guaranty, each Grantor and hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(1) Securities Accounts, (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held any Securities Account or Deposit Account and (4) all other money in the possession of the Collateral Agent;
(xiii) all timber to be cut;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Equity Interests in any Subsidiary of either Issuer, (c) (i) the Bucksport Co-Gen Assets, (ii) the Excluded Assets Minority Interests, (iii) any Equity Interests acquired after the Closing Date in a Person that is not a Subsidiary if, and to the extent that, and for so long as, a grant of a security interest in such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests (if such obligation exited at the time of acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests), and (iv) any assets acquired after the Closing Date, to the extent that, and for so long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness pursuant to Section 4.03(b)(iv) of the Indenture that is secured by a Permitted Lien), (d) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof, (e) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose or (f) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term “Article 9 Collateral” would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall not include any Excluded Assetsinclude, 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.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings and filings with respect to timber to be cut) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request, including providing within 30 days of any reasonable requestrequest therefor legal descriptions of real property (other than real property subject to a mortgage in favor of the Collateral Agent) on which timber to be cut of such Pledgor is located. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Collateral Agreement (Verso Sartell LLC), Collateral Agreement (Verso Paper Corp.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations (and, to the extent provided in Section 6.01, the Existing Senior Note Obligations, including the Guaranty), each Grantor hereby assigns, assigns and pledges and grants to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured PartiesParties (and, to the extent provided in Section 6.01, for the equal and ratable benefit of the Existing Senior Note Holders), and hereby grants to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 6.01, for the equal and ratable benefit of the Existing Senior Note Holders), a security interest (the “Security Interest”) in), in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Collateral, collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) the Cash Collateral Account and all cash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) all Commercial Tort Claims;
(iv) all Chattel Paper;
(iiiv) all Documents;
(ivvi) all Equipment;
(vvii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(xxii) all Intellectual Property;
(xiii) all Letter-of-Credit Rights;
(xiv) all Pledged Collateral;
(xv) all books and records pertaining to the Article 9 Collateral;
(xixvi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Obligations; and
(xvxvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that. Notwithstanding the foregoing, notwithstanding anything Collateral shall include cash, cash equivalents and securities to the contrary extent the same constitute Proceeds and products of any item set forth in this Agreementclauses (i) through (xvii) above, this Agreement but in no event shall not constitute an assignment, pledge or grant of a security interest any control agreements be required to be obtained in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assetsrespect thereof.
(b) Each Grantor hereby irrevocably authorizes the First-Lien Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the First-Lien Collateral Agent promptly upon any reasonable written request. The First-Lien Collateral Agent agrees, upon request by the US Borrower and at its expense, to furnish copies of such filings to the US Borrower.
(c) The First-Lien Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the First-Lien Collateral Agent as secured party. The First-Lien Collateral Agent agrees, upon request by the US Borrower and at its expense, to furnish copies of such filings to the US Borrower.
(d) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the First-Lien Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The . Nothing contained in this Agreement shall be construed to make the First-Lien Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents other Secured Party liable as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature member of any Grantor, and naming any Grantor limited liability company or as a debtor and partner of any partnership, neither the First-Lien Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take nor any other action with respect Secured Party by virtue of this Agreement or otherwise (except as referred to in the perfection following sentence) shall have any of the Security Interests created hereby duties, obligations or liabilities of a member of any limited liability company or as a partner in any Intellectual Property subsisting in any jurisdiction outside of partnership. The parties hereto expressly agree that, unless the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the First-Lien Collateral Agent authorized, (i) to perfect shall become the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office owner of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Pledged Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein a limited liability company interest or (D) other methods expressly provided hereina partnership interest pursuant hereto, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and shall not be construed as creating a partnership or joint venture among the First-Lien Collateral and Guarantee RequirementAgent, the Collateral and Guarantee Requirement shall govern and controlany other Secured Party, any Grantor and/or any other Person.
Appears in 2 contracts
Sources: First Lien Guarantee and Collateral Agreement (Univision Holdings, Inc.), Credit Agreement (Univision Communications Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all InventoryIntellectual Property Collateral;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
; (xi) all Goods and Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiii) all Intellectual PropertyCommercial Tort Claims described on Schedule 8 of the Perfection Certificate;
(xiv) all Commercial Tort Claims listed on Schedule II Money, cash, cash equivalents, Deposit Accounts and on the Cash Collateral Account (and all cash, securities and other investments deposited therein);
(xv) all Supporting Obligations;
(xvi) all Security Entitlements in any supplement thereto received by or all of the Collateral Agent pursuant to Section 3.03(g)foregoing; and
(xvxvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” Collateral shall not include any any, and no Security Interest shall be granted in any, Excluded Assets.
(b) Each Subject to Section 3.03(h), each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements or continuation statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” assets or “all personal property” property of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number (if any) issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Security Agreement (Casa Systems Inc), Security Agreement (Casa Systems Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantyGuarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all AccountsCopyrights;
(ii) all Chattel PaperPatents;
(iii) all DocumentsTrademarks;
(iv) all EquipmentLicenses;
(v) all General Intangibles;other Intellectual Property; and
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Intellectual Property Security Agreement (Nielsen Holdings B.V.), Intellectual Property Security Agreement (Global Media USA, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, together with its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest interest, regardless of where located (collectively, the “Article 9 Collateral”but in all cases excluding any Excluded Assets):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles, including all Intellectual Property;
(vii) all InstrumentsInstruments and Promissory notes;
(viii) all Inventory;
(ix) all other Goods;
(x) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all cash and Moneys;
(xiii) all Securities Accounts;
(xiv) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(c);
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) to the extent not otherwise included, all Proceeds Proceeds, substitutions, replacements and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to foregoing (all of the contrary above in this AgreementSection 3.01, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the “Article 9 Collateral”). It is understood that the term “Article 9 Collateral” shall not include any Excluded AssetsAsset; provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of any of the foregoing (unless such Proceeds, substitutions or replacements would constitute an Excluded Asset).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant U.S. jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate describe the Article 9 collateral covered thereby in any manner that the Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office) any Copyright Security Agreement, Patent Security Agreement or Trademark Security Agreement, as applicable, as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of issued, registered or applied for United States Patents, United States Trademarks or United States Copyrights granted by Grantor and naming Grantor as debtor and the Collateral Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Second Lien Collateral Agreement (Franchise Group, Inc.), First Lien Collateral Agreement (Franchise Group, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, performance in full of the Secured Note Obligations, including the Guarantyobligations arising pursuant to the Guaranty Agreement, each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all EquipmentEquipment and Fixtures;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest interests in such Article 9 Collateral is accomplished solely by the filing of a UCC financing statement;
(xiiixi) all books and records pertaining to the Article 9 Collateral;
(xii) all Intellectual PropertyProperty and Licenses;
(xivxiii) all Commercial Tort Claims listed on Schedule II III and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds Proceeds, products, accessions, rents and products profits of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and (ii) the term “Article 9 Collateral” Collateral (nor any defined term therein) shall not include any Excluded Assets.
(b) Each Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto and continuations thereof that (i) indicate the Article 9 Collateral as “all assetsassets of the debtor, whether now existing or hereafter arising” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral; provided that the foregoing will not limit or otherwise affect the obligations and liabilities of the Grantors to the extent set forth herein and in the other Note Documents.
(d) The Upon three (3) Business Days prior written notice (or, with respect to filings as of the Closing Date, without any such notice) to the applicable Grantor, the Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such additional documents (including any Intellectual Property Security Agreements and/or supplements thereto) as may be necessary or advisable for the purpose of creatingperfecting, attaching and perfecting confirming, continuing, enforcing or protecting the Security Interest in United States the Registered Intellectual Property Collateral of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee RequirementNote Documents, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged PropertiesProperty to the extent required by the Collateral and Guarantee Requirement, (B) filings with the USPTO or the USCO, as applicable, in United States government offices with respect to Intellectual Property of the Grantors Grantor as expressly required elsewhere herein, (C) delivery to the Collateral Agent (or to the First Lien Administrative Agent pursuant to the First Lien Security Agreement), to be held in its possession of all Collateral consisting of Instruments and or certificated Pledged Equity Collateral as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any deposit account control agreementsagreement, securities account control agreement or any other control arrangements agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by “control,” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (iiiii) to take any action (other than the actions listed in clauses (i)(A) and (C) above) with respect to any non-U.S. jurisdiction assets located outside of the United States or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any other assets, including any intellectual property Intellectual Property registered in any non-U.S. jurisdiction (it being understood that there shall be and no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdictionjurisdiction shall be required), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting assets subject to a certificate of leasehold interests title statute or proceeds of Collateral. Notwithstanding anything (v) to the contrary deliver any Equity Interests except as expressly provided in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controlSection 2.02.
Appears in 2 contracts
Sources: Security Agreement (Global Eagle Entertainment Inc.), Securities Purchase Agreement (Global Eagle Entertainment Inc.)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured ObligationsParties, including the Guaranty, each Grantor and hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(1) Securities Accounts, (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held any Securities Account or Deposit Account and (4) all other money in the possession of the Collateral Agent;
(xiii) all timber to be cut;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Equity Interests in any Subsidiary of either Issuer, (c) (i) the Bucksport Co-Gen Assets, (ii) the Excluded Assets Minority Interests, (iii) any Equity Interests acquired after the Closing Date in a Person that is not a Subsidiary if, and to the extent that, and for so long as, a grant of a security interest in such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests (if such obligation existed at the time of acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests), and (iv) any assets acquired after the Closing Date, to the extent that, and for so long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness pursuant to Section 4.03(b)(iv) of the Indenture that is secured by a Permitted Lien), (d) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof, (e) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose or (f) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term “Article 9 Collateral” would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall not include any Excluded Assetsinclude, 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.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings and filings with respect to timber to be cut) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request, including providing within 30 days of any reasonable requestrequest therefor legal descriptions of real property (other than real property subject to a mortgage in favor of the Collateral Agent) on which timber to be cut of such Pledgor is located. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Collateral Agreement, Collateral Agreement (Verso Paper Corp.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “"Security Interest”") in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Article 9 Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-credit rights;
(xi) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxii) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Collateral Agent, including describing such property as "all assets" or "all property". Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject . Each Grantor also ratifies its authorization for the Collateral Agent or any other Secured Party to, or to file in any way alter relevant jurisdiction any initial financing statements or modify, any obligation or liability of any Grantor with respect amendments thereto if filed prior to or arising out of the Article 9 Collateral.
(d) date hereof. The Collateral Agent is further authorized to file with the USPTO United States Patent and Trademark Office or the USCO United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be necessary or advisable for the purpose of creatingperfecting, attaching and perfecting confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunderGrantor, without the signature of any Grantor, and naming any Grantor or the Grantors as a debtor debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, including the Guaranty, each Grantor Guarantor hereby assigns, assigns and pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Guarantor or in which such Grantor Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash, Deposit Accounts and securities accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(vi) all Goods;
(viiviii) all Instruments;
(viiiix) all Inventory;
(ixx) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds proceeds, supporting obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest (other than the grant of security interest in any Excluded Assets the Pledged Stock pursuant to Section 3.01) in, and the term “Article 9 Collateral” shall not include include, (a) any Excluded AssetsEquity Interests of any Person (except for Equity Interests of any Material Subsidiary listed on Schedule VI hereto as such schedule may be updated from time to time, that can be perfected upon the filing of a financing statement), (b) any Material Pledged Debt Securities or any debt securities that may be pledged pursuant to any foreign pledge agreement under the terms of the Credit Agreement, (c) any assets of any Subsidiary to the extent that, as of the Closing Date, and for so long as, a pledge of such assets would violate a contractual obligation binding on such assets or such Subsidiary, (d) any assets of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (1) pledging such assets would violate applicable law or a contractual obligation binding on such assets or such Subsidiary and (2) such law or obligation existed at the time of the acquisition thereof or (e) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that, upon the reasonable request of the Administrative Agent, Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (c) and (d) above, other than those set forth in a joint venture agreement to which the Company or any Subsidiary is a party.
(b) Each Grantor Guarantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings), continuation statements, or other filings and recordings, with respect to the Article 9 Collateral and any other collateral pledged hereunder or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, or such other information as may be required under applicable law including (i) whether such Grantor Guarantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGuarantor, (ii) in the case of Fixtures, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral or other collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Guarantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Guarantor, without the signature of any Guarantor, and naming any Guarantor or the Guarantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Guarantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Chart Industries Inc), Guarantee and Collateral Agreement (Chart Industries Inc)
Security Interest. (a) As collateral security for the payment or performance, as the case may be, in full of the Secured ObligationsObligations (whether at stated maturity, including the Guarantyby acceleration or otherwise), each Grantor hereby assignsmortgages, pledges pledges, hypothecates, grants, assigns and grants transfers to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a lien on and a first priority security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) Letter-of-Credit Rights;
(xi) Commercial Tort Claims;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual PropertyGoods (including, without limitation, Fixtures) and other personal property not otherwise described above;
(xiv) all Commercial Tort Claims listed on Schedule II the non-exclusive cable franchise referred to in that certain Decision and on any supplement thereto received Order No. 352 issued by the Collateral Agent pursuant to Section 3.03(g)Department of Commerce and Consumer Affairs of the State of Hawaii, dated June 24, 2011; and
(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that.
(b) Notwithstanding the foregoing, notwithstanding anything no security interest shall be granted in (i) any FCC License or Intellectual Property to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge extent that the Communications Act or other applicable law prohibits the granting of a security interest therein or the grant of a security interest therein could result in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral cancellation, voidance or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” invalidity of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided hereinProperty, (ii) to enter into any control agreementscontract, other control arrangements General Intangible, Copyright License, Patent License or perfection by Trademark License (“control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereofIntangible Assets”), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, each case to the extent that there is an express conflict between the grant by the relevant Grantor of a security interest pursuant to this Agreement in such Grantor’s right, title and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.interest in such
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.), Credit Agreement (Hawaiian Telcom Holdco, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantyGuarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all EquipmentLetters of Credit and Letter-of-Credit Rights;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II Money and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Deposit Accounts; and
(xvxii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatprovided, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets (and the term “Article 9 Collateral” shall not include) (A) any vehicle covered by a certificate of title or ownership, (B) any Equity Interest excluded from the pledge made pursuant to Article II hereunder pursuant to clauses (A) through (G) of Section 2.01, (C) any asset with respect to which the Administrative Agent determines (with an acknowledgement to the U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a security interest in such asset is excessive in view of the benefits to be obtained by the Lenders, (D) any Equipment owned by any Grantor that is subject to a purchase money lien or a Capitalized Lease permitted by the Credit Agreement if the contract or other agreement in which such Encumbrance is granted (or the documentation providing for such Capitalized Lease) prohibits or requires the consent of any person other than the U.S. Borrower or any Subsidiary as a condition to the creation of any other security interest on such Equipment, (E) any assets with respect to which a security interest is not required to be granted under Section 6.11 of the Credit Agreement by reason of the second sentence of Section 6.11(b) or of Section 6.11(d) of the Credit Agreement, (F) any Letter of Credit or Letter of Credit Rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, or (G) any General Intangible, Investment Property or rights of a Grantor arising under any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein shall not include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any Excluded Assetsother party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided however, that the limitation set forth in clause (G) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC. Each Grantor shall, if requested to do so by the Administrative Agent or the Collateral Agent, use commercially reasonably efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent or the Collateral Agent reasonably determines to be material.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Global Media USA, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the First Lien Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest interest, regardless of where located (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles, including all Intellectual Property;
(vii) all Instruments;
(viii) all Inventory;
(ix) all other Goods;
(x) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(c);
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatthat in no event shall the Security Interest attach to (A) any Excluded Asset (including any Excluded Equity Interest), notwithstanding anything or (B) any asset owned by any Grantor that the Issuer and the First Lien Notes Collateral Agent or, prior to the contrary Disposition Date, the Controlling Party, in this Agreement, this Agreement each case subject to and in accordance with Section 4.14(c) of the Indenture shall not constitute an assignment, pledge or grant have agreed in writing to exclude from being Article 9 Collateral on account of the cost of creating a security interest in such asset hereunder being excessive in view of the benefits to be obtained by the Secured Parties therefrom. It is understood that, to the extent the Security Interest shall not have attached to any Excluded Assets and such asset as a result of clauses (A) or (B) above, the term “Article 9 Collateral” shall not include any Excluded Assetssuch asset; provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of any of the foregoing (unless such Proceeds, substitutions or replacements would constitute property referred to in clauses (A) or (B)).
(b) Each Grantor hereby agrees to prepare and file or cause the filing of (at its own expense), and irrevocably authorizes the First Lien Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file (at such Grantor’s expense), in any relevant U.S. jurisdiction any financing statements statements, with respect to the Article 9 Collateral or any part thereof and thereof, amendments thereto and continuation statements, as may be necessary in order to perfect or maintain the perfection of the First Lien Collateral Agent’s security interest in the Collateral owned by such Grantor that (i) indicate describe the Article 9 collateral covered thereby in any manner as may be necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement or as the First Lien Notes Collateral Agent may reasonably request, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement statement, amendment or amendmentcontinuation statement, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the First Lien Notes Collateral Agent promptly upon request. Each Grantor agrees to deliver a file-stamped copy of each such financing statement, amendment or continuation statement to the First Lien Notes Collateral Agent. Each Grantor agrees to prepare and file or cause the filing of (at its own expense) and further authorizes the First Lien Notes Collateral Agent to file (at such Grantor’s expense), the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office in the United States, but not any office in any other country), as applicable, and any such additional documents pursuant to Section 3.05(b) as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of Patents, Trademarks or Copyrights registered or applied-for in the United States, granted by each Grantor and naming any Grantor or the Grantors as debtors and the First Lien Notes Collateral Agent as Secured Party. Each Grantor agrees to deliver a file-stamped copy of each such agreement, instrument or other evidence of filing to the First Lien Notes Collateral Agent.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the First Lien Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The . Notwithstanding the grant of authority to the Second Lien Notes Collateral Agent is authorized to make the filings contemplated by this Section 3.01, in no event shall the Second Lien Notes Collateral Agent (or the Trustee) be obligated to prepare or file any initial financing statement, amendment thereto, continuation statement or any other instrument, agreement or document with the USPTO relevant U.S. jurisdiction, United States Patent and Trademark Office or the USCO United States Copyright Office (or any successor office) such documents ), as may be necessary applicable, to perfect or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to maintain the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United Statessecurity interest granted hereunder.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Topco, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantyGuaranteed Obligations, each Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) ): all Accounts;
(ii) ; all Chattel Paper;
(iii) ; all Documents;
(iv) ; all Equipment;
(v) ; all General Intangibles;
(vi) ; all Goods;
(vii) ; all Instruments;
(viii) ; all Inventory;
(ix) ; all Investment Property;
(x) ; all books and records pertaining to the Article 9 Collateral;
(xi) ; all Fixtures;
(xii) ; all Letters of Credit and Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) Rights; all Intellectual Property;
(xiv) ; all Commercial Tort Claims listed on Schedule II III and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
all cash and Cash Equivalents; all Deposit Accounts, Securities Accounts and Commodities Accounts; all agreements, including, without limitation, each and all of the Tax Equity Transaction Documents and all agreements or documents now existing or hereafter entered into by such Grantor relating to the acquisition, development, construction, supply, operation, maintenance or use and occupancy of any Project, including without limitation, all other instruments, agreements and documents executed and delivered with respect to such agreements, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof (xvthe agreements described in this clause (xvii), collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor (x) to receive moneys due and to become due under or pursuant to the Assigned Agreements, to compel performance and otherwise to exercise all remedies thereunder, including, without limitation, all rights to make determinations, to exercise any election or option contained in such agreements (including, but not limited to, termination thereof), to give or receive any notice or consent, to demand and receive any property which is the subject of any of the Assigned Agreements, to file any claims and generally to take any action which (in the opinion of the Collateral Agent) may be necessary or advisable in connection with any of the foregoing; (y) to receive the proceeds of any claim for damages arising out of or for breach of any Assigned Agreement and proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements; and (z) to all of such Grantor’s right, title and interest in, to and under the Assigned Agreements; and to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge a collateral assignment of or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include Asset (but only for so long as any such assets remain Excluded Assets.
(b) , and if and when any asset shall cease to be an Excluded Asset, a Lien on and security interest in such asset shall be deemed granted therein). Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Credit Agreement (Vivint Solar, Inc.), Credit Agreement (Vivint Solar, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventoryother Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant that none of a security interest in any Excluded Assets and the term “Article 9 Collateral” ”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not include any be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any reasonable requestrelevant jurisdiction any initial financing statements or amendments thereto with respect to the Article 9 Collateral or any part thereof naming any Grantor as debtor or the Grantors as debtors and the Administrative Agent as secured party, if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Collateral Agreement (Sra International Inc), Credit Agreement (Sra International Inc)
Security Interest. (a) As Each Grantor, as security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, assigns and pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accountsaccounts (including accounts receivable and healthcare insurance receivables);
(ii) all Chattel Paperchattel paper (whether tangible or electronic);
(iii) all Documentscash, money and deposit accounts;
(iv) all Equipmentdocuments (including electronic documents);
(v) all goods (including all equipment, fixtures and any accessions thereto);
(vi) all General Intangibles;
(vi) all Goods;
(vii) all Instrumentsinstruments (including promissory notes);
(viii) all Inventoryinventory;
(ix) all Investment Property;
(x) all insurance claims and proceeds;
(xi) all letter-of-credit rights;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds proceeds, supporting obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Administrative Agent, including describing such property as “all assets” or “all property”. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any reasonable requestrelevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office and the United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, performance in full when due of the Secured Obligations, including each Guarantee of the GuarantySecured Obligations made pursuant to Article 10 of the Indenture, each Grantor hereby assignspledges to the Collateral Agent, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired directly owned by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(viviii) all Intellectual Property, including all claims for, and rights to ▇▇▇ for, past or future infringements of Intellectual Property, and all income, royalties, damages and payments now or hereafter due or payable with respect to Intellectual Property;
(ix) all Goods;
(viix) all Instruments;
(viiixi) all Inventory;
(ixxii) all Investment Property;
(xxiii) all books and records pertaining to the Article 9 Collateral;
(xixiv) all FixturesLetters of Credit and Letter of Credit Rights;
(xiixv) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Money; and
(xvxvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets (and the term terms “Collateral” and “Article 9 Collateral” shall not include include) any Excluded Assets.
(b) The Issuer agrees to prepare and file such financing statements in any relevant jurisdiction as are necessary to establish and maintain a valid, enforceable and perfected security interest in the Collateral. Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time time, but without obligation, to file in any relevant jurisdiction any financing statements (including Fixture filings with respect to any Fixtures associated with Material Real Property that is subject to a Mortgage) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assetsassets of the Debtor, whether now owned or hereafter acquired” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such GrantorGrantor and (y) in the case of a financing statement filed as a Fixture filing, a sufficient description of the Material Real Property subject to a Mortgage to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. The Issuer shall provide reasonable written notice to the Collateral Agent of all such filings made by it on or about the date hereof, and, reasonably promptly thereafter, the Issuer and the Collateral Agent, as applicable, shall provide reasonable written notice to the other party of any subsequent filings or amendments, supplements or terminations of existing filings, made from time to time thereafter and, in each case, shall provide to such other party file-stamped copies thereof within a reasonable time following receipt thereof.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Pledge and Security Agreement (CF Industries Holdings, Inc.), Pledge and Security Agreement (CF Industries Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby grants and pledges to the Collateral Agent, its successors and assigns, pledges for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in), in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles; provided that the grant of the Security Interest hereunder shall not include any application for a Trademark that would be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such Security Interest unless and until such time that the grant and/or enforcement of the Security Interest will not affect the status or validity of such Trademark;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-credit rights;
(xi) all commercial tort claims;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding anything to that the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” foregoing shall not include any Excluded Assetsasset that such Grantor now has or at any time in the future may acquire the right, title or interest of which is (i) the subject of a capital lease (as determined in accordance with GAAP) and (ii) legally or beneficially owned by a person other than a Grantor.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any reasonable requestrelevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Credit Agreement (Ryan's Restaurant Leasing Company, LLC), Guarantee and Collateral Agreement (Ryan's Restaurant Leasing Company, LLC)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured ObligationsParties, including the Guaranty, each Grantor and hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents[Reserved];
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all InventoryInventory and all other Goods not otherwise described above;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims (as described on Schedule II hereto);
(xii) all other personal property not otherwise described above (except property specifically excluded from any defined term used in any of the foregoing clauses);
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, the other Indenture Documents or any Additional Secured Debt Document, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets (and the term “Article 9 Collateral” Collateral shall not include include) (a) any Excluded Assetsvehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any cash, deposit account or securities account, (c) any assets owned on or acquired after the Issue Date, to the extent that, and for long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation of or in connection with the acquisition of such assets; provided, that, upon the reasonable request of the Collateral Agent (or, until the Discharge of Senior Lender Claims, the Intercreditor Agent), the Issuer shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any such contractual obligation, (d) any property excluded from the definition of Pledged Collateral pursuant to Section 2.01 hereof, including without limitation any Designated Securities, (e) any Letter of Credit Rights to the extent any Pledgor, is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (f) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, that 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 Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the 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, (g) any Equipment owned by any Pledgor that is subject to a purchase money lien or a Capitalized Lease Obligation if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any person other than the Pledgors as a condition to the creation of any other security interest on such Equipment, (h) solely with respect to any Other Pari Passu Obligations, any asset that is not intended to be collateral with respect to such Other Pari Passu Obligations pursuant to the terms of the Additional Secured Debt Document governing such Other Pari Passu Obligations and (i) any property of a Pledgor that is not required to be pledged as security for Senior Lender Claims.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Second Lien Collateral Agreement, Second Lien Collateral Agreement (Momentive Performance Materials Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantyand subject to Section 4.01(d), each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash, cash equivalents and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles, including all Intellectual Property;
(vii) all Instruments;
(viii) all Inventory;
(ix) all other Goods;
(x) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims described on Schedule IV, as such schedule may be supplemented from time to time pursuant to Section 4.02(e);
(xiii) all Fixtures;
(xiv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties (or its designee) at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being or of an equal or a lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide the information required for any such information filing to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent (or its designee) to file in any reasonable requestrelevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent (or its designee) is further authorized by each Grantor to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by such Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article III are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect Notwithstanding anything herein to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreementcontrary, to the extent that there and for so long as any asset is an express conflict between Excluded Asset, the Security Interest granted under this Agreement Section 4.01 shall not attach to, and the Article 9 Collateral shall not include, such asset; provided, however that the Security Interest shall immediately attach to, and Guarantee Requirementthe Article 9 Collateral shall immediately include, the Collateral and Guarantee Requirement shall govern and controlany such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset.
Appears in 2 contracts
Sources: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Guarantor hereby assigns and pledges to the GuarantyCollateral Agent, each Grantor hereby its successors and assigns, pledges for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”") in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Guarantor or in which such Grantor Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Article 9 Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (a) any Excluded Assets vehicle covered by a certificate of title or ownership, (b) any assets (including Equity Interests) with respect to which the Collateral and Guarantee Requirement or the term “Article 9 Collateral” other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(h) of the Credit Agreement, (c) any assets (including Equity Interests) to the extent that, as of the Closing Date, and for so long as, such grant of a security interest would violate a contractual obligation binding on such asset, (d) any Equity Interests of any person acquired by a Guarantor after the Closing Date pursuant to Section 6.04(j) of the Credit Agreement if, and to the extent that, and for so long as, (A) such grant of a security interest would violate applicable law or any contractual obligation binding upon such Equity Interests and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary (provided, that the foregoing clause (B) shall not include apply in the case of a joint venture, including a joint venture that is a Subsidiary) or (e) any Excluded AssetsLetter of Credit Rights to the extent any Guarantor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose.
(b) Each Grantor Guarantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Guarantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGuarantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as "all assets" or "all property". Each Grantor Guarantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) . The Collateral Agent is further authorized to file with the USPTO United States Patent and Trademark Office or the USCO United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be necessary or advisable for the purpose of creatingperfecting, attaching and perfecting confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunderGuarantor, without the signature of any GrantorGuarantor, and naming any Grantor Guarantor or the Guarantors as a debtor debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (TRW Automotive Inc), Guarantee and Collateral Agreement (TRW Automotive Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor Pledgor hereby assigns, assigns and pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all InventoryIntellectual Property;
(ix) all Investment PropertyGoods and Inventory;
(x) all Investment Property including the Pledged Collateral;
(xi) all Letters of Credit and Letter of Credit Rights;
(xii) all Commercial Tort Claims as described on Schedule 10 to any Perfection Certificate;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (and the Article 9 Collateral shall not include) any of the following (collectively, “Excluded Property”): (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired to the extent the filing of a financing statement cannot perfect a security interest therein, (b) any Excluded Assets Equity Interests, (c) any assets to the extent that, and for so long as, such grant of a security interest therein would violate applicable law or regulation or, in the case of assets acquired after the Closing Date, such grant of a security interest therein would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired after the Closing Date with Indebtedness of the type permitted pursuant to Section 6.01(i) of the Credit Agreement that is secured by a Permitted Lien) permitted by this Agreement, in each case, after giving effect to the Anti-Non-Assignment Clauses, (d) (1) any “intent to use” applications for trademark or service ▇▇▇▇ registrations filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, unless and until an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use application is converted to a “use in commerce” application pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act or an accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of ▇▇▇▇▇▇ Act and (2) any other Intellectual Property in any jurisdiction where the grant of a security interest thereon would cause the invalidation or abandonment of such Intellectual Property under applicable law (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would violate the terms of such license, contract or agreement, or result in a breach of the terms of, or constitute a default under, any such 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 Anti-Non-Assignment Clauses or any other applicable law or regulation (including Title 11 of the United States Code) or principles of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the 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, (f) any Equipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capital Lease Obligation, in each case, as permitted by the Credit Agreement, if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of any person other than a Pledgor or a Subsidiary of a Pledgor as a condition to the creation of any other security interest on such Equipment or asset and, in each case, such prohibition or requirement is permitted by the Credit Agreement, (g) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, and (h) those assets as to which the Borrower shall reasonably determine (and the term “Article 9 Collateral” Administrative Agent shall not include any Excluded Assetsagree in writing) that such assets shall be excluded from Collateral hereunder pursuant to the Agreed Security Principles.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments or continuations thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Collateral Agent and to execute such financing statements promptly upon request. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Collateral as a perfected (to the extent required to be perfected under the Loan Documents) first priority security interest subject only to Permitted Liens and will file all UCC-3 continuation statements necessary to continue the perfection of the security interest created by this Agreement. The Agent is further authorized to file with the United States Patent and Trademark Office, the Puerto Rico Trademark Office and the United States Copyright Office (and any reasonable requestsuccessor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing, protecting or providing notices of the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Collateral Agreement (EVERTEC, Inc.), Collateral Agreement (EVERTEC, Inc.)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, including the Guaranty, each Grantor Pledgor hereby assigns, assigns and pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(1) Securities Accounts, (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held any Securities Account or Deposit Account and (4) all other money in the possession of the Administrative Agent;
(xiii) all timber to be cut;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) (i) the Bucksport Co-Gen Assets, (ii) the Excluded Assets Minority Interests, (iii) any Equity Interests acquired after the Closing Date in a Person that is not a Subsidiary if, and to the extent that, and for so long as, a grant of a security interest in such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests (if such obligation exited at the time of acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests), and (iv) any assets acquired after the Closing Date to the extent that, and for so long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness pursuant to Section 6.01(i) of the Credit Agreement that is secured by a Permitted Lien), (c) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof (other than Section 3.01(a)(iv)), (d) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose or (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term “Article 9 Collateral” would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall not include any Excluded Assetsinclude, 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.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings and filings with respect to timber to be cut) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Administrative Agent promptly upon request, including providing within 30 days of any reasonable requestrequest therefor legal descriptions of real property (other than real property subject to a Mortgage) on which timber to be cut of such Pledgor is located. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Administrative Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Verso Sartell LLC), Guarantee and Collateral Agreement (Verso Paper Corp.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Initial Grantor, solely until to the GuarantyWorking Capital Notes Termination, each Grantor hereby assignsassigns and pledges to the Collateral Trustee, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, Trustee for the benefit of the Secured Parties, a security interest (the “Article 9 Security Interest” and, together with the Initial Pledge, collectively, the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Initial Grantor or in which such Initial Grantor now has or at any time in the future future, solely until to the Working Capital Notes Termination, may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts, all Securities Accounts and all Commodities Accounts, including all Controlled Accounts and Pledged Risk Retention Instruments Account, together with all amounts on deposit from time to time thereto;
(iv) all Documents;
(v) all Equipment;
(vvi) all General Intangibles;
(vivii) all Goods;
(viiviii) all Instruments;
(viiiix) all Inventory;
(ixx) all Investment Property;
(xxi) all books and records pertaining to the Article 9 Collateral;
(xixii) all Fixtures;
(xiixiii) all Letter-of-Credit Rights Rights, but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiiixiv) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II Property and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Licenses; and
(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Initial Collateral Excluded Assets in the case of any Initial Collateral and the term “Article 9 Collateral” shall not include any Initial Collateral Excluded Assets; provided, further, that (i) if and when any assets shall cease to be an Initial Collateral Excluded Asset, a Lien on and security in such assets shall be automatically deemed granted therein until, if ever, such assets shall again become Initial Collateral Excluded Assets and (ii) a Lien on and security in such property shall be automatically deemed granted on any and all Proceeds of Excluded Assets, to the extent such Proceeds do not themselves constitute Initial Collateral Excluded Assets.
(b) Each Subject to Section 3.01(e), each Initial Grantor hereby irrevocably authorizes (but does not obligate) the Collateral Agent Trustee, prior to the Working Capital Notes Termination, for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets,” or “all personal property” or “All assets of the Grantor whether now existing or hereafter acquired, including all proceeds thereof” of such Initial Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Initial Grantor. Each Initial Grantor agrees to make such filings and to provide such information to the Collateral Agent Trustee promptly upon any reasonable request.
(c) The Article 9 Security Interest is granted as security only and shall not subject the Collateral Agent Trustee or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Initial Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Pledge and Security Agreement (Finance of America Companies Inc.), Pledge and Security Agreement (Finance of America Companies Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Deposit Accounts
(iv) all Documents;
(ivv) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Intellectual Property;
(xi) all Inventory;
(ixxii) all Investment PropertyProperty other than the Pledged Collateral;
(xxiii) all Letters of Credit and Letter of Credit Rights;
(xiv) all minerals, oil, gas and As-Extracted Collateral;
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) substitutions, replacements, accessions, products and proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds proceeds, Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreementthe Credit Documents, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (and the Article 9 Collateral shall not include) and the other provisions of the Credit Documents with respect to Collateral need not be satisfied with respect to (A) motor vehicles or other assets subject to certificates of title (except to the extent the security interests in such vehicles or assets can be perfected by filing an “all assets” UCC-1 financing statement) and commercial tort claims, (B) any assets over which the granting of security interests in such assets would be prohibited by an enforceable contractual obligation binding on the assets (including permitted liens, leases or licenses), applicable Requirements of Law (in each case, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code or other applicable Requirement of Law, other than proceeds thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable Requirement of Law notwithstanding such prohibitions) or to the extent that such security interests would require obtaining the consent of any Governmental Authority or would result in material and adverse tax consequences to the Borrower, any Subsidiary or any Parent Entity as reasonably determined by the Borrower in writing delivered to the Collateral Agent, (C) those assets with respect to which, in the reasonable judgment of the Agent and the Borrower, the burdens, costs or consequences of obtaining or perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom, (D) any Letter of Credit Rights (other than to the extent a Lien thereon can be perfected by filing an “all assets” UCC-1 financing statement), (E) any Excluded Assets Equity Interests, (F) any Grantor’s right, title or interest in any license, contract or agreement to which such Grantor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would violate the terms of applicable Requirements of Law or of such license, contract or agreement, or result in a breach of the terms of, or constitute a default under, any such license, contract or agreement to which such Grantor is a party; provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (G) any foreign collateral or credit support with respect to such foreign collateral (other than any such assets constituting Pledged Collateral), (H) any real property (owned or leased) or Oil and Gas Properties (owned or leased), other than the term Mortgaged Properties; provided that in no event shall any Grantor be required to deliver landlord waivers, estoppels or collateral access letters, (I) cash and Permitted Investments, Deposit Accounts, Securities Accounts (including securities entitlements and related assets) and Commodity Accounts, in each case other than (i) to the extent a Lien thereon can be perfected by filing an “Article 9 Collateralall assets” UCC-1 financing statement, (ii) cash collateral accounts contemplated under the Credit Documents and (iii) control where the applicable Commodity Account, Securities Account, Deposit Account or other asset is maintained with the bank acting as Agent (in which case, for the avoidance of doubt, no control agreement or other arrangement shall be required hereunder)), (J) any asset (other than as set forth in clause (I) above) a security interest in which can only be perfected through control, control agreements or other control arrangements, in each case other than possession or control of Pledged Securities (whether certificated or uncertificated) to the extent required hereunder, (K) any property or assets owned by a Foreign Subsidiary or an Unrestricted Subsidiary (unless such Foreign Subsidiary or Unrestricted Subsidiary is at any time a Grantor hereunder), (L) any Trademark application filed in the United States Patent and Trademark Office on the basis of any Grantor’s “intent to use” such Trademark and for which a form evidencing use of the Trademark has not include yet been filed with and accepted by the United States Patent and Trademark Office, to the extent that granting a security interest in such Trademark application prior to such filing would result in the cancellation or abandonment of the same or would impair the registrability, enforceability or validity of such Trademark application or any registration that issues therefrom under applicable federal law, (M) Margin Stock and, to the extent prohibited by the terms of any applicable Organization Documents, joint venture agreement, shareholders’ agreement or similar agreement, Equity Interests in any other Person other than Wholly owned Subsidiaries that are Restricted Subsidiaries and (N) any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) located on real property, in each case, in an area having special flood hazards and in which flood insurance is available under the National Flood Insurance Act of 1968 (the foregoing clauses (A) through (N), the “Excluded Assets”); provided that the Collateral shall include the Proceeds of any of the foregoing unless such Proceeds also constitute Excluded Assets. With respect to the Collateral, no control agreements or control arrangements will be required with respect to any asset (other than the delivery or control of Pledged Securities to the Agent to the extent required by Article II).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. The Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, assigns and pledges and grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in), in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper;
(iiic) all cash, Deposit Accounts and Securities Accounts;
(d) all Commercial Tort Claims;
(e) all Documents;
(ivf) all Equipment;
(vg) all General Intangibles;
(vi) all Goods;
(viih) all Instruments;
(viiii) all Inventory;
(ixj) all Investment Property;
(xk) all Letter-of-Credit Rights;
(l) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvm) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing. Notwithstanding the foregoing, the Article 9 Collateral shall not include any of the following assets now owned or hereafter acquired which would otherwise be included in the Article 9 Collateral (collectively, the “Excluded Collateral”):
(a) any vehicle covered by a certificate of title or ownership,
(b) any real property held by the Borrower or any Guarantor as a lessee under a lease,
(c) assets sold to a Person which is not a Grantor in compliance with each of the Credit Agreements,
(d) assets owned by a Guarantor after the release of the guarantee of such Guarantor pursuant to Section 7.15,
(e) assets subject to a Lien permitted by clauses (g), (h), (i) and (r) (in the case of a Lien permitted by clause (r), securing Indebtedness permitted to be incurred pursuant to clauses (7) and (15) of the definition of “Permitted Indebtedness” set forth in each of the Credit Agreements) of the definition of “Permitted Liens” set forth in each of the Credit Agreements,
(f) assets which contain a valid and enforceable prohibition on the creation of a security interest therein so long as such prohibition remains in effect and is valid and effective notwithstanding Sections 9-406, 9-407, 9-408 and 9-409 of the applicable Uniform Commercial Code; provided that, notwithstanding anything upon the reasonable request of the Agent, the Borrower shall, and shall cause any applicable Grantor to, use commercially reasonable efforts to have waived or eliminated such provision,
(g) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01(a) hereof,
(h) any Letter-of-Credit Rights to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant extent any Grantor is required by applicable law to apply the proceeds of a security interest drawing of such letter of credit for a specified purpose and to a person that is not a Grantor,
(i) any asset of a Controlled Foreign Subsidiary (within the meaning of Treasury Regulation § 1.956-2(c)(2) or any successor provision thereto) or a subsidiary of a Controlled Foreign Subsidiary, and
(j) any application for a Trademark registration filed with the United States Patent and Trademark Office pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act (“Intent to Use Application”) prior to the filing with and acceptance by the United States Patent and Trademark Office of a Statement of Use (as described in any Excluded Assets and Section 1(d) of the term “Article 9 Collateral” shall not include any Excluded Assets▇▇▇▇▇▇ Act) or an Amendment to Allege Use (as described in Section 1(c) of the ▇▇▇▇▇▇ Act).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to file in any reasonable requestrelevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (TransDigm Group INC), Guarantee and Collateral Agreement (TransDigm Group INC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Second Lien Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest interest, regardless of where located (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles, including all Intellectual Property;
(vii) all Instruments;
(viii) all Inventory;
(ix) all other Goods;
(x) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(c);
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatthat in no event shall the Security Interest attach to (A) any Excluded Asset (including any Excluded Equity Interest), notwithstanding anything or (B) any asset owned by any Grantor that the Issuer and the Second Lien Notes Collateral Agent or, prior to the contrary Disposition Date, the Controlling Party, in this Agreementeach case subject to and in accordance with Section 4.14(c) of the Indenture, this Agreement shall not constitute an assignment, pledge or grant have agreed in writing to exclude from being Article 9 Collateral on account of the cost of creating a security interest in such asset hereunder being excessive in view of the benefits to be obtained by the Secured Parties therefrom. It is understood that, to the extent the Security Interest shall not have attached to any Excluded Assets and such asset as a result of clauses (A) or (B) above, the term “Article 9 Collateral” shall not include any Excluded Assetssuch asset; provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of any of the foregoing (unless such Proceeds, substitutions or replacements would constitute property referred to in clauses (A) or (B)).
(b) Each Grantor hereby agrees to prepare and file or cause the filing of (at its own expense), and irrevocably authorizes the Second Lien Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file (at such Grantor’s expense), in any relevant U.S. jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and thereof, amendments thereto and continuation statements, as may be necessary in order to perfect or maintain the perfection of the Second Lien Collateral Agent’s security interest in the Collateral owned by such Grantor, that (i) indicate describe the Article 9 collateral covered thereby in any manner as may be necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement or as the Second Lien Notes Collateral Agent may reasonably request, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement statement, amendment or amendmentcontinuation statement, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Second Lien Notes Collateral Agent promptly upon any reasonable request. Each Grantor agrees to deliver a file-stamped copy of each such financing statement, amendment or continuation statement to the Second Lien Notes Collateral Agent.
(c) Each Grantor agrees to prepare and file or cause the filing of (at its own expense), and further authorizes the Second Lien Notes Collateral Agent to file (at such Grantor’s expense), the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement with the United States Patent and Trademark Office or United States Copyright Office (or any successor office in the United States, but not any office in any other country), as applicable, and any such additional documents pursuant to Section 3.05(b) as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of Patents, Trademarks or Copyrights registered or applied-for in the United States, granted by each Grantor and naming any Grantor or the Grantors as debtors and the Second Lien Notes Collateral Agent as Secured Party. Each Grantor agrees to deliver a file-stamped copy of each such agreement, instrument or other evidence of filing to the Second Lien Notes Collateral Agent.
(d) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Second Lien Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The . Notwithstanding the grant of authority to the Second Lien Notes Collateral Agent is authorized to make the filings contemplated by this Section 3.01, in no event shall the Second Lien Notes Collateral Agent (or the Trustee) be obligated to prepare or file any initial financing statement, amendment thereto, continuation statement or any other instrument, agreement or document with the USPTO relevant U.S. jurisdiction, United States Patent and Trademark Office or the USCO United States Copyright Office (or any successor office) such documents ), as may be necessary applicable, to perfect or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to maintain the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United Statessecurity interest granted hereunder.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Second Lien Collateral Agreement (Sotera Health Co), Second Lien Collateral Agreement (Sotera Health Topco, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties properties, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventory;
(ix) all Investment Property;
(xix) all books and records pertaining to the Article 9 Collateral;
(x) all Goods and Fixtures;
(xi) all FixturesMoney, cash, Cash Equivalents, Deposit Accounts, Securities Accounts and Commodities Accounts;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiii) all Intellectual PropertyCommercial Tort Claims;
(xiv) all Commercial Tort Claims listed on Schedule II Collateral Accounts, and on all cash, Cash Equivalents, Money, Securities and other investments deposited therein;
(xv) all Supporting Obligations;
(xvi) all Security Entitlements in any supplement thereto received by or all of the Collateral Agent pursuant to Section 3.03(g)foregoing;
(xvii) all Intellectual Property; and
(xvxviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that Article 9 Collateral shall not include, and the Security Interest shall not attach to, and no representation, warranty or covenant contained herein or any other Collateral Document shall apply to, any of the following assets or property, each being an “Excluded Asset”:
(i) any asset (including, to the extent applicable, any Equipment or Inventory owned by a Grantor that is subject to a Lien permitted under Section 7.01(d) of the Credit Agreement), lease, license, franchise, charter, authorization, contract or agreement to which any Grantor is a party, together with any rights or interest thereunder, in each case, if and to the extent security interests therein (A) are prohibited by or in violation of any applicable Law, (B) requires any governmental consent that has not been obtained or consent of a third party that is not a Grantor or a Controlled Affiliate of a Grantor that has not been obtained pursuant to any contract or agreement binding on such asset at the time of its acquisition and not entered into in contemplation of such acquisition, or (C) is prohibited by or in violation of a term, provision or condition of any such lease, license, franchise, charter, authorization, contract or agreement to which such Grantor is a party, except, in the case of each of the foregoing clauses (A), (B), and (C), to the extent that such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity; provided, however, that, notwithstanding anything the foregoing, the Article 9 Collateral shall include (and the Security Interest shall attach), at such time as the contractual or legal prohibition shall no longer be applicable and to the contrary extent severable, shall attach to any portion of such asset, lease, license, franchise, charter, authorization, contract or agreement not subject to the prohibitions specified in clauses (A), (B), or (C) above (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law); provided, further, that the Excluded Assets referred to in this Agreement, this Agreement clause (i) shall not include any Proceeds or receivables of any such asset, lease, license, franchise, charter, authorization, contract or agreement (except to the extent such Proceeds or receivables constitute Excluded Assets);
(ii) the Excluded Equity Interests and any assets of any Excluded Subsidiary;
(iii) any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an assignment“Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, pledge or to the extent that, and during the period, if any, in which, the grant of a security interest in any Excluded Assets and therein would impair the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral validity or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing enforceability of any financing statement or amendment, including whether registration that issues from such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party intent-to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the use application under applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction federal law (it being understood that there after such period such intent-to-use application shall be no automatically subject to the security agreements or pledge agreements governed under interest granted herein and deemed to be included in the laws of Collateral);
(A) any non-U.S. jurisdiction)leasehold interest (including any ground lease interest) in real property, (iiiB) any fee interest in owned real property other than Material Real Property, and (C) any Fixtures affixed to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, real property to the extent (1) such real property does not constitute Material Real Property or (iv2) to take any actions other than a security interest in such Fixtures may not be perfected by the filing of a UCC financing statements statement in the jurisdiction of organization (or other location of a Grantor under Section 9-307 of the UCC) of the applicable Grantor;
(A) as extracted collateral, (B) timber to perfect be cut, (C) farm products, (D) manufactured homes and (E) healthcare insurance receivables;
(vi) any particular asset, if the pledge thereof or the security interests interest therein would result in material adverse tax consequences to any Collateral consisting Grantor as reasonably determined by the Borrower in good faith in consultation with the Administrative Agent;
(vii) any specifically identified asset with respect to which the Administrative Agent has determined (in its reasonable judgment in consultation with the Borrower) that the costs of leasehold interests obtaining, perfecting or proceeds of Collateral. Notwithstanding anything maintaining a Security Interest or pledge in such asset exceed the fair market value thereof (as determined by the Borrower in its reasonable judgment) or the practical benefit to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.Secured Parties afforded thereby;
Appears in 2 contracts
Sources: Term Loan Security Agreement (Allegro Microsystems Inc), Revolving Facility Security Agreement (Allegro Microsystems Inc)
Security Interest. (a) As a)As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the each Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General IntangiblesIntangibles and Permits;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all InventoryIntellectual Property Collateral;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Goods and Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiii) all Intellectual PropertyCommercial Tort Claims described on Schedule III from time to time;
(xiv) the Cash Collateral Account (and all Commercial Tort Claims listed on Schedule II cash, securities and on other investments deposited therein);
(xv) all Supporting Obligations;
(xvi) all Security Entitlements in any supplement thereto received by or all of the Collateral Agent pursuant to Section 3.03(g)foregoing; and
(xvxvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that;
(i) with respect to any Owned Trademarks, applications in the United States Patent and Trademark Office to register Owned Trademarks or service marks on the basis of any Grantor’s “intent to use” such Owned Trademarks or service marks will not be deemed to be Collateral unless and until a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted in the United States Patent and Trademark Office, whereupon such application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral and (ii) that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (A) motor vehicles or other assets subject to certificates of title the perfection of a security interest in which is excluded from the New York UCC in the relevant jurisdiction, (B) any Excluded Assets and Equity Interests other than Pledged Equity, (C) any Equipment that is subject to a purchase money lien or a capital lease permitted under the term “Article 9 Collateral” shall not include Credit Agreement to the extent the documents relating to such purchase money lien or capital lease validly prohibits such Equipment to be subject to the Security Interest created hereby, (D) any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements specifically identified asset with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest is excessive in view of the benefits to be obtained by the Lenders, (E) any General Intangible, Investment Property, Accounts, Intellectual Property Collateral, promissory notes, chattel paper, Permit or other such rights of a Grantor arising under any contract, lease, instrument, license, or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of, or result in the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor in, such General Intangible, Investment Property, Accounts, Intellectual Property Collateral, promissory notes, chattel paper, Permit or other such rights in favor of a third party or under any law, regulation, permit, order, judgment or decree of any Governmental Authority and such contractual restriction is otherwise not restricted by the Credit Agreement, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, franchise, permit, license or other document relating to any such General Intangible, Investment Property, Intellectual Property Collateral, Accounts, promissory notes, chattel paper, Permit or other such rights of a Grantor or give any other party the right to terminate its obligations or such Grantor’s rights under such contract, lease, instrument, franchise, permit, license or other document (whether expressly in such document or otherwise under applicable law) to the extent that such right is not restricted by the Credit Agreement, provided however, that the limitation set forth in clause (E)above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the New York UCC and provided further that the Proceeds from any such contract, lease, instrument or other document shall not be excluded from the definition of Article 9 Collateral or any part thereof (G) Margin Stock unless the applicable requirements of Regulations T, U, and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 X of the UCC Board of each applicable jurisdiction for Governors of the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such GrantorFederal Reserve have been satisfied. Each Grantor agrees shall, if requested to provide do so by the Administrative Agent, use commercially reasonable efforts to obtain any such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest required consent that is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor reasonably obtainable with respect to or arising out of Collateral which the Article 9 Collateral.
(d) The Collateral Administrative Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent reasonably determines to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controlmaterial.
Appears in 2 contracts
Sources: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Osi Restaurant Partners, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s 's right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in in, or to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsMoney and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles, including all Intellectual Property (and all embodiments, additions, improvements and accessions to or fixations thereof) and Licenses;
(vii) all Instruments;
(viii) all Inventory;
(ix) all other Goods, including all timber to be cut located on the real property specifically described on Schedule V, as such schedule may be supplemented from time to time pursuant to Section 4.02(f);
(x) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims specifically described on Schedule IV, as such schedule may be supplemented from time to time pursuant to Section 4.02(e);
(xiii) all books and records pertaining to the Article 9 Collateral;
Collateral (xi) including, for the avoidance of doubt, all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest books and records and related documentation describing or used in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all connection with Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding Notwithstanding anything herein to the contrary in contrary, to the extent and for so long as any asset is an Excluded Asset, the Security Interest granted under this Agreement, this Agreement Section shall not constitute an assignmentattach to, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” Collateral shall not include include, such asset (it being understood that the Security Interest shall immediately attach to, and Article 9 Collateral shall immediately include, any such asset (or any portion thereof) upon such asset (or such portion thereof) ceasing to be an Excluded Asset), and none of the representations, warranties or covenants hereunder shall be deemed to apply to any property constituting Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture and timber filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and indicating that after acquired assets are covered, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing or covering Collateral constituting timber to be cut, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any reasonable requestrelevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary for the purpose of perfecting the Security Interest granted by each Grantor in Article ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Patents, Trademarks, Copyrights or exclusive Copyright Licenses granted to a Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article III are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Credit Agreement (Bz Intermediate Holdings LLC), Guarantee and Collateral Agreement (Bz Intermediate Holdings LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantyGuaranteed Obligations, each Grantor hereby assigns, pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vvii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(xxii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded AssetsAsset.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Pledge and Security Agreement, Pledge and Security Agreement (Sabre Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, assigns and pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vvii) all Fixtures;
(viii) all General Intangibles;
(viix) all Goods;
(viix) all Instruments;
(viiixi) all Inventory;
(ixxii) all Investment Property;
(xxiii) all Pledged Securities;
(xiv) all books and records pertaining to the Article 9 Collateral;
(xixv) all Fixtures;
(xii) all Letters of Credit and Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiiixvi) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Money; and
(xvxvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include Asset or any Excluded AssetsSecurity.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Pledge and Security Agreement (VPNet Technologies, Inc.), Pledge and Security Agreement (VPNet Technologies, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured ObligationsObligations of such Grantor, including the Guaranty, each Grantor hereby pledges and collaterally assigns to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(iii) all Documents;
(iv) all EquipmentEquipment and Fixtures;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Intellectual Property;
(ix) all Intellectual Property Licenses;
(x) all Inventory;
(ixxi) all Investment Property;
(xxii) all books Money, cash and records pertaining to the Article 9 Collateralcash equivalents;
(xixiii) all Fixtures;
(xii) all letters of credit, Letter-of-Credit Rights but only to the extent constituting a and other Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual PropertyObligations;
(xiv) all Deposit Accounts, Securities Accounts, Commodities Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Grantor with any bank or other financial institution and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xv) all Security Entitlements in any or all of the foregoing;
(xvi) all Commercial Tort Claims listed described on Schedule II and on any supplement thereto received by the Collateral Agent 2 hereto (as such schedule may be supplemented pursuant to Section 3.03(g3.03(j) hereof);
(xvii) all accessions to, substitutions and replacements for the foregoing, together with all, books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; and
(xvxviii) to the extent not otherwise included, all Proceeds and products products, whether tangible or intangible, of any and all of the foregoing foregoing, including, without limitation, resulting from any rebates or refunds, whether for taxes or otherwise, and all Supporting Obligationsproceeds of such Proceeds, or any portion thereof or interest therein, and the proceeds thereof, and to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and the term Property; provided, however, that “Article 9 CollateralExcluded Property” shall not include any Proceeds, substitutions or replacements of any Excluded AssetsProperty unless such Proceeds, substitutions or replacements would independently constitute Excluded Property.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as or being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if requiredapplicable, any organizational identification number or incorporation number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Collateral Agent is further irrevocably authorized to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor office thereof) such documents as may be necessary or advisable for the purpose of perfecting or confirming the Security Interest granted by each Grantor, with notice to each, but without the signature of any, Grantor (only if such signature cannot reasonably be obtained by the Collateral Agent), and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(d) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)
Security Interest. (a1) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper;
(iiic) all cash, Cash Equivalents and Deposit Accounts;
(d) all Documents;
(ive) all Equipment;
(vf) all General Intangibles;
(vig) all Goods;
(viih) all Instruments;
(viiii) all Inventory;
(ixj) all Investment Property;
(xk) all books and records pertaining to the Article 9 CollateralLetter of Credit Rights;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiiil) all Intellectual Property;
(xivm) all Commercial Tort Claims listed Claims, including those described on Schedule II IV hereto;
(n) each of the following:
(i) Securities Accounts;
(ii) Investment Property credited to Securities Accounts or Deposit Accounts from time to time and on all Security Entitlements in respect thereof;
(iii) all cash held in any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Securities Account or Deposit Account; and
(xviv) all other Money in the possession of the Collateral Agent;
(o) all books and Records pertaining to the extent not otherwise includedArticle 9 Collateral; and
(p) all proceeds, all Proceeds Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, the Article 9 Collateral will not include, this Agreement shall will not constitute an assignment, pledge or a grant of a security interest in and the security interest granted hereunder will not attach to, any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded AssetsAsset.
(b2) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral (including all Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including including:
(a) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor;
(b) in the case of a financing statement filed as a fixture filing, a sufficient description of the property to which such Article 9 Collateral relates; and
(c) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets”, whether now owned or hereafter acquired, or words of similar effect. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c3) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary for the purpose of perfecting, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(4) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Grantor.
(5) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.any
Appears in 2 contracts
Sources: Term Loan Guarantee and Collateral Agreement (PET Acquisition LLC), Term Loan Guarantee and Collateral Agreement (PET Acquisition LLC)
Security Interest. (a) As collateral security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantyany and all renewals or extensions thereof, each Grantor Pledgor hereby assignsdelivers, pledges pledges, transfers and collaterally assigns to the Pledgee and grants to the Collateral Agent, its successors and permitted assignsPledgee, for the benefit of the Secured Parties, a first priority security interest (the “Security Interest”) in, in all of such GrantorPledgor’s right, title or and interest in or and to any and all of the following assets Pledged Shares (including, without limitation, the Pledged Shares described on Schedule I hereto), and properties all other Equity Interests of any kind or nature of all existing and future Subsidiaries of such Pledgor, now owned or at any hereafter acquired, whether such Equity Interests are certificated or uncertificated, and each of the notes, capital stock, and all other investment property, financial assets and general intangibles of such Pledgor related to the foregoing, including, without limitation, and subject to Section 7(b), the right to vote such Equity Interests, now owned, legally, beneficially or hereafter acquired, together with all proceeds of and additions to such Equity Interests from time hereafter acquired by such Grantor to time received, receivable or otherwise distributed in respect of or in which exchange for any or all of the foregoing, including all dividends, interest distributions, cash, warrants, rights, instruments and other property, except for cash dividends or other cash distributions to the extent permitted under Section 7(a); provided, however, that notwithstanding anything herein to the contrary, no Loan Party shall be required to pledge Equity Interests of any Excluded Subsidiary, to the extent such Grantor now Equity Interests carry more than 65% of the total combined voting power of any “first-tier” Excluded Subsidiary (as determined for purposes of Treasury Regulations Section 1.956-2(c)) unless such Excluded Subsidiary has guaranteed Indebtedness of the Borrower or at any time in of its Domestic Subsidiaries or pledged any of its assets or suffered a pledge of a greater percentage of its Equity Interests to secure Indebtedness of the future may acquire Borrower or any right, title or interest of its Domestic Subsidiaries (collectively, the “Article 9 Pledged Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Pledge Agreement (Cambium Learning Group, Inc.), Pledge Agreement (Cambium Learning Group, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assignspledges, pledges assigns and grants to the Collateral Agent, its successors on behalf of and permitted assigns, for the benefit of the Secured PartiesCreditors, a security interest (the “Security Interest”) in, in all of such Grantor’s its right, title or and interest in or in, to any and under all of the following assets property and properties other assets, whether now owned by or at any time owing to, or hereafter acquired by or arising in favor of, such Grantor or in Grantor, and regardless of where located (all of which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, are collectively referred to as the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper);
(iii) all DocumentsIntellectual Property;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a and Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementObligations;
(xiii) all Intellectual PropertyDeposit Accounts;
(xiv) all Vehicles;
(xv) all Commercial Tort Claims listed on as specified from time to time in Schedule II and on any supplement thereto received by IV hereto (as the same may be updated from time to time in accordance with the terms hereof);
(xvi) all cash or other property deposited with the Collateral Agent or any Secured Creditor or any Affiliate of the Collateral Agent or any Secured Creditor or which the Collateral Agent, for its benefit and for the benefit of the other Secured Creditors, or any Secured Creditor or such Affiliate is entitled to retain or otherwise possess as collateral pursuant to Section 3.03(g)the provisions of this Agreement or the Credit Agreement;
(xvii) all books, records, files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the foregoing or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof;
(xviii) As-Extracted Collateral; and
(xvxix) to the extent not otherwise included, all Proceeds and products of any and all accessions to, substitutions for and replacements, products and cash and non-cash proceeds (including Stock Rights) of the foregoing (including any claims to any items referred to in this definition and any claims against third parties for loss of, damage to or destruction of any or all Supporting Obligations, collateral security and guarantees given by any Person of the Collateral or for proceeds payable under or unearned premiums with respect to any policies of insurance) in whatever form, including cash, negotiable instruments and other instruments for the foregoing; provided thatpayment of money, notwithstanding Chattel Paper, collateral agreements and other documents. Notwithstanding the foregoing or anything herein to the contrary contrary, in this Agreement, this Agreement no event shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include or the Security Interest attach to any Excluded AssetsCollateral.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties Creditors at any time and from time to time to file in any relevant U.S. jurisdiction any financing statements statements, with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate describe the Article 9 collateral covered thereby in any manner that the Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office), such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured creditor.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Agent or any other Secured Party Creditor to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Credit Agreement (Builders FirstSource, Inc.), Abl Collateral Agreement (Builders FirstSource, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby pledges, assigns, pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in), in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) the Cash Collateral Account and all cash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) all Commercial Tort Claims;
(iv) all Chattel Paper;
(iiiv) all Documents;
(ivvi) all Equipment;
(vvii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(xxii) all Intellectual Property;
(xiii) all Pledged Collateral;
(xiv) all books and records pertaining to the Article 9 Collateral;
(xixv) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Obligations; and
(xvxvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that. Notwithstanding the foregoing, notwithstanding anything to the contrary in this Agreement, this Agreement Security Interest shall not constitute an assignmentextend to, pledge or grant of a security interest in and the “Collateral” (and any component definition thereof) shall not include, any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded AssetsProperty.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and, if required, any and the organizational identification number issued to such GrantorGrantor if required for the filing of financing statements in any relevant jurisdiction and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable written request. The Collateral Agent agrees, upon request by the Borrower and at its expense, to furnish copies of such filings to the Borrower.
(c) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. The Collateral Agent agrees, upon request by the Borrower and at its expense, to furnish copies of such filings to the Borrower.
(d) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized . Nothing contained in this Agreement shall be construed to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and make the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect Secured Party liable as a member of any limited liability company or as a partner of any partnership, neither the Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the perfection following sentence) shall have any of the Security Interests created hereby duties, obligations or liabilities of a member of any limited liability company or as a partner in any Intellectual Property subsisting in partnership. The parties hereto expressly agree that, unless the Collateral Agent shall become the owner of Pledged Collateral consisting of a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent, any jurisdiction outside of the United Statesother Secured Party, any Grantor and/or any other Person.
(e) Notwithstanding anything to the contrary herein herein, no action shall be required to create or in the Loan Documents and without limiting the provisions contained perfect a security interest in the Collateral and Guarantee Requirement, none of to the Grantors shall be required, nor is the Collateral Agent authorized, extent such creation or perfection would require (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means filing other than by (A) filings pursuant to the UCC a filing in the office United States of America, any state thereof and the secretary District of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided hereinColumbia, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction)jurisdiction other than the United States of America, any state thereof and the District of Columbia or (iii) to enter into that any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests control agreements be obtained in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controlrespect thereof.
Appears in 2 contracts
Sources: Credit Agreement (Ceridian HCM Holding Inc.), Credit Agreement (Ceridian HCM Holding Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Pledgor hereby assigns and pledges to the GuarantyCollateral Agent, each Grantor hereby its successors and assigns, pledges for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Intellectual Property;
(ix) all Inventory;
(ixx) all Investment Property;
(xxi) all Letter of Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) to the extent not included in the definition of “General Intangibles”, all choses in action and causes of action and all other intangible personal property of any Pledgor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Pledgor, including corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (a) any Excluded Assets vehicle covered by a certificate of title or ownership, (b) any assets with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.11 of the Credit Agreement need not be satisfied by reason of Section 5.11(g) of the Credit Agreement, (c) any Equity Interests, the pledge of which is governed by Section 3.01 hereof, (d) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose or (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, 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 “Article 9 Collateral” would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall not include any Excluded Assetsinclude, 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.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor. Pledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property.” Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent, the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Affinion Group, Inc.), Credit Agreement (Affinion Group, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperDeposit Accounts;
(iii) all DocumentsInventory;
(iv) all Equipmentto the extent evidencing, governing, securing or otherwise related to the items referred to in the foregoing, General Intangibles, Chattel Paper and Instruments;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
Collateral (xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest whether in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(gprinted form or stored electronically); and
(xvvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in in, and Collateral shall not include, any Excluded Assets and the term “Article 9 Asset or Term Loan Priority Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor as described herein or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with With respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings Deposit Accounts that are Blocked Accounts pursuant to the UCC in the office of the secretary of state (or similar central filing officeSection 6.15(b) of the relevant State(s)Credit Agreement, each Grantor that is an account party for a Blocked Account shall execute and filings deliver Blocked Account Agreements in accordance with Section 6.15 of the applicable real estate records with respect Credit Agreement. The Agent hereby agrees that it shall not deliver any notifications to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, account bank under any Blocked Account Agreement until such time as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments a Cash Dominion Event has occurred and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controlcontinuing.
Appears in 2 contracts
Sources: Pledge and Security Agreement (LVB Acquisition, Inc.), Pledge and Security Agreement (Biolectron, Inc.)
Security Interest. (a) As Subject to the last paragraph of this Section 3.01(a), as security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, including each Pledgor hereby assigns and pledges to the GuarantyCollateral Agent, each Grantor hereby its successors and permitted assigns, pledges for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash, deposit accounts and securities accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles, including Intellectual Property;
(vii) all Instruments;
(viii) all InventoryInventory and all other Goods not otherwise described above;
(ix) all Investment PropertyProperty (other than ULC Interests);
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims as described on Schedule II hereto;
(xii) all other personal property not otherwise described above (except for ULC Interests and property specifically excluded from any defined term used in any of the foregoing clauses);
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing foregoing, other than ULC Interests, and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing.
(a) any vehicle covered by a certificate of title or ownership, (b) any assets, whether now owned or hereafter acquired, that constitute Excluded Property, (c) any assets owned on or acquired after the Issue Date, to the extent that, and for long as, granting a security interest in such assets would violate applicable law or a contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation of or in connection with the acquisition of such assets; provided that, notwithstanding anything if any such contractual restrictions are waived or eliminated and any such assets are pledged as collateral to secure any Other First Lien Obligations, ABL Obligations or Junior Lien Obligations (as defined in the Indenture), such assets shall not be excluded pursuant to this clause (c), (d) any property excluded from the definition of Pledged Collateral pursuant to Section 2.01, including, without limitation, any Designated Securities, (e) any Letter of Credit Rights to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant extent any Pledgor is required by applicable law to apply the proceeds of a security drawing of such Letter of Credit for a specified purpose, (f) any Pledgor’s right, title or interest in any Excluded Assets and license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes extent, but only to the Collateral Agent for extent, that such a grant would, under the benefit terms of such license, contract or agreement, result in a breach of the Secured Parties at terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, that license, contract or agreement to which such Pledgor is a party (other than to the extent that any time and from time such term would be rendered ineffective pursuant to time to file in Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any relevant jurisdiction other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any financing statements with respect to such provision, the Article 9 Collateral or any part thereof shall include, and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued Pledgor shall be deemed to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is have granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has in, all such rights and interests as if such provision had never been in effect, (g) any Equipment owned by any Pledgor that is subject to a purchase money lien or a Capitalized Lease Obligation if the contract or other agreement in which such Lien is granted by each Grantor hereunder, without (or the signature documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any Grantor, and naming any Grantor person other than the Pledgors as a debtor and condition to the Collateral Agent as secured party. No Grantor shall be required to complete creation of any filings governed by nonother security interest on such Equipment, (h) any intent-to-use United States laws trademark applications for which an amendment to alleged use or take any other action statement of use has not been filed under 15 U.S.C. §1051(c) or 15 U.S.C. §1051(d), respectively, or, if filed, has not been deemed in conformance with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of 15 U.S.C. §1051(a) or examined and accepted by the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents States Patent and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorizedTrademark Office, (i) if any Designated Credit Agreement is outstanding, all assets not pledged to perfect the Security Interests granted by this Agreement secure obligations thereunder, (including Security Interests in Investment Property and Fixturesj) by if any means other than by ABL Facility is outstanding, any assets that would otherwise constitute ABL Priority Collateral that are not pledged to secure obligations thereunder or (Ak) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records solely with respect to any fixtures relating Series of Other First Lien Obligations, any asset that is not intended to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, be collateral with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged such Series pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by of the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Other First Lien Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controlgoverning such Series.
Appears in 2 contracts
Sources: First Lien Collateral Agreement, First Lien Collateral Agreement (Momentive Performance Materials Inc.)
Security Interest. (a) As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or and interest in or and to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventory;
(ix) all Investment Property;
(ix) Letter-of-Credit rights;
(x) Commercial Tort Claims included in the Article 9 Collateral pursuant to Section 4.04;
(xi) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (other than fixture filings or other filings required to be made in any real estate recording office) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement (other than a fixture filing or other filing required to be made in any real estate recording office) or amendment, including whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any reasonable requestrelevant jurisdiction any initial financing statements (other than fixture filings or other filings required to be made in any real estate recording office) or amendments thereto if filed prior to the date hereof.
(c) The Security Interest is and the security interests granted pursuant to Article III are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to (i) any contract or agreement to which a Grantor is authorized to file with the USPTO or the USCO (a party or any successor office) of its rights or interests thereunder if and for so long as the grant of such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without shall constitute or result in (A) the signature unenforceability of any Grantorright of the Grantor therein or (B) a breach or termination pursuant to the terms of, and naming or a default under, any Grantor as a debtor and such contract or agreement (other than to the Collateral Agent as secured party. No Grantor shall extent that any such term would be required rendered ineffective pursuant to complete any filings governed by nonSection 9-United States laws 406, 9-407, 9-408 or take 9-409 of the New York UCC or any other action applicable law or principles of equity), provided, however, with respect to any contract or agreement described in clause (i) of this paragraph (d), that such security interest shall attach immediately at such time as the perfection condition causing such unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract or agreement that does not result in any of the Security Interests created hereby consequences specified in subclauses (A) or (B) of this paragraph (d) including, any Intellectual Property subsisting in any jurisdiction outside Proceeds of such contract or agreement, (ii) more than 65% of the United Statesissued and outstanding voting Equity Interests of any Foreign Subsidiary or (iii) any Excluded Property.
(e) Notwithstanding anything herein to the contrary herein or contrary, any Security Interest in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors any Intellectual Property shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect subordinate to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” license thereof (other than in respect of certificated Equity Interests and Pledged Debt otherwise required a license to be pledged pursuant to the terms hereof), (iia Loan Party) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed permitted under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Credit Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Limited Brands Inc), Amendment and Restatement Agreement (Limited Brands Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full and performance of the Secured Obligations, including the Guaranty, each Grantor Debtor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Party a continuing security interest (the “Security Interest”) inin and a lien upon, all of such GrantorDebtor’s right, title and interest in the following property and interests of Debtor, whether now existing or owned or hereafter acquired or arising (collectively, the “Collateral”) (provided, however, for avoidance of doubt, such Security Interest (i) shall not include any security interest or lien in “Excluded Assets”, (ii) shall be subordinated to that certain security interest held by the holders of the Senior Secured Notes (“Senior Secured Notes”) of Debtor referenced in the Current Reports on Form 8-K filed by Debtor with the Securities and Exchange Commission on April 23, 2015 and May 7, 2015, as such security interest is granted pursuant to that certain Pledge and Security Agreement, dated as of April 22, 2015 (as amended, including the First Amendment dated as of May 7, 2015, the “Pledge Agreement”), and (iii) shall be subject to the same cumulative qualifications, exceptions and Permitted Liens as provided for in the Pledge Agreement (for purposes of this Agreement, Excluded Assets” shall mean collectively: (X) all patents, (Y) any and all licenses or other rights granted by the Debtor (or one its affiliates) to D-R pursuant to that certain Commercial License Agreement entered into by and between D-R and Debtor, dated November 14, 2014 (the “CLA”) and (Z) any and all intellectual property that is developed or which shall be developed under the CLA; provided, however, that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect the Secured Party’s unconditional security interest in and liens upon any rights of Debtor in or to the proceeds of, or any monies due or to become due under or in respect of, all or any portion of such Excluded Assets and provided, further, that immediately upon the termination of the CLA, all assets that are no longer included in the definition of Excluded Assets shall constitute Collateral and the Debtor shall be deemed to have granted a security interest therein):
a. All cash, bank deposits, deposit accounts, checks, certificates of deposit, checking and savings accounts, bankers’ acceptances, letters of credit, United States obligations, state and municipal obligations, obligations of foreign governments and subdivisions thereof, commercial paper, notes, instruments (whether negotiable or nonnegotiable), drafts, bonds, debentures (excluding debentures convertible into shares of capital stock and other equity securities) of and claims against corporations, joint ventures, persons, partnerships, whether limited or general, and other entities of every description, and other instruments and the like;
b. All accounts receivable, agreements, contracts, leases, contract rights, rights to payment, instruments, documents, chattel paper, security agreements, guaranties, undertakings, surety bonds, insurance policies, notes and drafts, and all forms of obligations owing to Debtor or in which Debtor may have any interest;
c. All goods and other inventory of the Debtor, now owned and hereafter acquired, wherever located, including, without limitation, all merchandise, goods and other personal property which are held for sale or lease or leased by the Debtor or to be furnished under a contract of service, all raw materials, work in process, materials used or consumed in the Debtor’s business and finished goods, inventory leased to others or held for lease, all goods in which the Debtor has an interest in mass or a joint or other interest or gifts of any kind (including goods in which the Debtor has an interest or right as consignee), and all goods which are returned to or repossessed by the Debtor, together with all additions and accessions thereto and replacements therefor and products thereof and documents therefor;
d. All general intangibles, choses in action, or causes of action, including, particularly, any right of indemnity or other right that Debtor may have or hereafter acquire against any Person arising under or with respect to any judgment, statute, or rule and all other properties, assets and rights of every kind and nature, including, but not limited to, rights to refunds, tax refunds, claims for tax refunds, rights of indemnification, books and records (including, without limitation, corporate and other business records, customer lists, credit files, computer programs, printouts and other computer materials and records), inventions, designs, patents, copyrights, trademarks, trade names, trade styles, trade secrets, registrations, licenses, customer lists and computer source and object codes;
e. All equitable rights and interests of whatever kind or nature;
f. All investment property;
g. All rights and claims in or under any policy of insurance, including, but not limited to, insurance for fire, damage, loss and casualty, whether covering personal property, real property, tangible rights, or intangible rights, and all liability, life, key man and business interruption insurance, together with the proceeds, products, renewals and replacements thereof, including prepaid and unearned premiums;
h. All equipment, machinery, tools, furnishings, fixtures, vehicles and motor vehicles and all other goods used or bought primarily for use in Debtor’s business, together with all products and proceeds of the foregoing whether due or voluntary or involuntary disposition;
i. All other agreements for use or purchase of the properties, assets and rights described herein or any part thereof and all renewals and extensions thereof, and all amounts, rents, issues, royalties, profits and rights, and other sums of money due and to become due under such other agreements for use or purchase of such properties, assets, or rights and all renewals and extensions;
j. All other property of the Debtor now or hereafter in the possession, custody or control of the Secured Party, and all property of the Debtor in which the Secured Party now has or hereafter acquires a security interest;
k. All other now existing or hereafter acquired personal property assets and/or real property assets of the Debtor not otherwise included in the foregoing Collateral;
l. All now existing and hereafter acquired books, records, writings, data bases, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the foregoing Collateral;
m. Without in any way limiting the foregoing, the proceeds of any of the foregoing, whether derived from voluntary or involuntary disposition of the foregoing, and all renewals, replacements, substitutions, additions, accessions, rents, issue, royalties and profits of any of the foregoing, whether now owned, existing or hereafter acquired or arising; and
n. All proceeds of and substitutions for any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any rightCollateral and, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all Proceeds and products payments under insurance, or any indemnity, warranty or guaranty, payable to Debtor by reason of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person loss or damage to or otherwise with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of foregoing Collateral. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that any security interest granted under this Agreement shall be subject to the Intercreditor Agreement (as defined below) and limited to the extent that there is an express conflict between this Agreement and not permitted by the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controlIntercreditor Agreement.
Appears in 2 contracts
Sources: Backstop Security Support Agreement (Ener-Core Inc.), Security Agreement (Ener-Core Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assignsassigns and pledges to the Administrative Agent, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper, including all Electronic Chattel Paper;
(iii) all DocumentsCommercial Tort Claims (including all Commercial Tort Claims listed on Schedule IV);
(iv) all Equipmentcash, Deposit Accounts and all other bank accounts;
(v) all General IntangiblesDocuments;
(vi) all GoodsGeneral Intangibles, including Intellectual Property;
(vii) all InstrumentsGoods;
(viii) all Inventory;
(ix) all Equipment;
(x) all Fixtures;
(xi) all Instruments;
(xii) all Investment Property;
(xxiii) all Letter-of-Credit Rights;
(xiv) all monies, whether or not in the possession or under the control of any Secured Party, or a bailee or Affiliate or branch of any Secured Party, including any cash;
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) to the extent not otherwise included, all Proceeds and products of of, and all Supporting Obligations for, any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding .
(b) Notwithstanding the above or anything to the contrary else in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” Collateral shall not include any Excluded Assets.
(bc) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements or continuation statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any reasonable requestrelevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(cd) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Credit Agreement (Oscar Health, Inc.), Credit Agreement (Oscar Health, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, including each Guarantor hereby assigns and pledges to the GuarantyCollateral Agent, each Grantor hereby its successors and assigns, pledges for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”") in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Guarantor or in which such Grantor Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Article 9 Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(vi) all Goods;
(viiviii) all Instruments;
(viiiix) all Inventory;
(ixx) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds proceeds, supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest (other than the grant of security interest in any Excluded Assets the Pledged Stock pursuant to Section 3.01) in, and the term “"Article 9 Collateral” " shall not include include, (a) any Excluded AssetsEquity Interests of any Person (except for Equity Interests of any Material Subsidiary listed on Schedule VI hereto as such schedule may be updated from time to time, that can be perfected upon the filing of a financing statement), (b) any Material Pledged Debt Securities or any debt securities that may be pledged pursuant to any foreign pledge agreement under the terms of the Credit Agreement, (c) any assets of any Subsidiary to the extent that, as of the Closing Date, and for so long as, a pledge of such assets would violate a contractual obligation binding on such assets or such Subsidiary, (d) any assets of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (1) pledging such assets would violate applicable law or a contractual obligation binding on such assets or such Subsidiary and (2) such law or obligation existed at the time of the acquisition thereof or (e) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that, upon the reasonable request of the Collateral Agent, Domestic Borrower shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (c) and (d) above, other than those set forth in a joint venture agreement to which Holdings or any Subsidiary is a party .
(b) Each Grantor Guarantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings), continuation statements, or other filings and recordings, with respect to the Article 9 Collateral and any other collateral pledged hereunder or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, or such other information as may be required under applicable law including (i) whether such Grantor Guarantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGuarantor, (ii) in the case of Fixtures, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral or other collateral granted under this Agreement, including describing such property as "all assets" or "all property". Each Grantor Guarantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) . The Collateral Agent is further authorized to file with the USPTO United States Patent and Trademark Office or the USCO United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be necessary or advisable for the purpose of creatingperfecting, attaching and perfecting confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunderGuarantor, without the signature of any GrantorGuarantor, and naming any Grantor Guarantor or the Guarantors as a debtor debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.), Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantyGuarantees, each Grantor hereby assigns, assigns and pledges and grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Property;
(ii) all Accounts;
(iiiii) all Chattel Paper;
(iiiiv) all Commercial Tort Claims listed on Schedule II hereto;
(v) all Deposit Accounts;
(vi) all Documents;
(ivvii) all Equipment;
(vviii) all General Intangibles;
(vi) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(xxii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (A) any Excluded Assets letter-of-credit rights, (B) any Securitization Assets, (C) motor vehicles and other assets subject to certificates of title, (D) any Equity Interests in any Unrestricted Subsidiary or any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect subsidiary of Holdings, (F) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (G) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings, (H) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (I) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (J) (i) if there are outstanding Obligations under the Senior Credit Facilities, any asset with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, any asset with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the term “Article 9 Collateral” Notes Collateral Agent its reasonable determination that the costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, (K) security interests prohibited by law or by agreements containing anti-assignment clauses not overridden by the UCC or other applicable law or (L) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, lease, instrument, license or other document or any assets subject thereto if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein shall not include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any Excluded Assetsother party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (L) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the Uniform Commercial Code. Each Grantor shall, if requested to do so by the Trustee, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Trustee reasonably determines to be material.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein in this Agreement or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee RequirementIndenture, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) required to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by enter into any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (deposit account control agreement or similar central filing office) of the relevant State(s), and filings in the applicable real estate records securities account control agreement with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO deposit account or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controlsecurities account.
Appears in 2 contracts
Sources: Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Security Agreement (Freescale Semiconductor Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, assigns and pledges and grants to the Collateral Agent, its successors for the benefit of the Secured Parties, and permitted assigns, hereby grants to the Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents executed by each Grantor which shall be executed by each Grantor upon reasonable request of the Collateral Agent as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor or the Grantors as a debtor debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the non-United StatesStates jurisdiction.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee RequirementDocuments, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any deposit account control agreementsagreement, securities account control agreement or any other control arrangements agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by “control” (other than except as otherwise set forth in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdictionthis Section 3.01(e), (iii) to enter into take any landlord waiversaction pursuant to this Agreement (other than the actions listed in clauses (i)(A) and (C) above) with respect to any assets located outside of the United States, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting assets subject to a certificate of leasehold interests title statute or proceeds of Collateral. Notwithstanding anything (v) to the contrary in this Agreement, deliver any Equity Interests pursuant to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirementexcept as expressly provided in Section 2.01, the Collateral and Guarantee Requirement shall govern and controlSection 2.02 or Section 2.04.
Appears in 2 contracts
Sources: Security Agreement, Security Agreement (Tradeweb Markets Inc.)
Security Interest. (a1) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper;
(iiic) all cash, Cash Equivalents and Deposit Accounts;
(d) all Documents;
(ive) all Equipment;
(vf) all General Intangibles;
(vig) all Goods;
(viih) all Instruments;
(viiii) all Inventory;
(ixj) all Investment Property;
(xk) all books and records pertaining to the Article 9 CollateralLetter of Credit Rights;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiiil) all Intellectual Property;
(xivm) all Commercial Tort Claims listed Claims, including those described on Schedule II IV hereto;
(n) each of the following:
(i) Securities Accounts;
(ii) Investment Property credited to Securities Accounts or Deposit Accounts from time to time and on all Security Entitlements in respect thereof;
(iii) all cash held in any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Securities Account or Deposit Account; and
(xviv) all other Money in the possession of the Collateral Agent;
(o) all books and Records pertaining to the extent not otherwise includedArticle 9 Collateral; and
(p) all proceeds, all Proceeds Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, the Article 9 Collateral will not include, this Agreement shall will not constitute an assignment, pledge or a grant of a security interest in and the security interest granted hereunder will not attach to any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded AssetsAsset.
(b2) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral (including all Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including including:
(a) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor;
(b) in the case of a financing statement filed as a fixture filing, a sufficient description of the property to which such Article 9 Collateral relates; and
(c) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets”, whether now owned or hereafter acquired, or words of similar effect. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c3) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary for the purpose of perfecting, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(4) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Grantor.
(5) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Abl Guarantee and Collateral Agreement (PET Acquisition LLC), Abl Guarantee and Collateral Agreement (PET Acquisition LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Obligor hereby assigns and pledges to the GuarantyCollateral Agent, each Grantor hereby its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Obligor or in which such Grantor Obligor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperAs-Extracted Collateral;
(iii) all DocumentsChattel Paper;
(iv) all Equipmentcash and Deposit Accounts;
(v) all General IntangiblesDocuments;
(vi) all Equipment and Goods;
(vii) all InstrumentsFixtures;
(viii) all General Intangibles and Intellectual Property;
(ix) all Instruments;
(x) all Inventory;
(ixxi) all Investment Property;
(xxii) all Letter-of-Credit Rights;
(xiii) all Commercial Tort Claims described with specification on Schedule V hereto (as such Schedule may be amended or supplemented from time to time);
(xiv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided thatprovided, notwithstanding anything to however, that the contrary in this Agreement, this Agreement shall not constitute an foregoing assignment, pledge or and grant of a security interest shall be deemed not to assign, pledge and grant a security interest in (a) any Letter of Credit Rights to the extent any Obligor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (b) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, or (c) motor vehicles the perfection of a security interest in which is excluded from the UCC in the relevant jurisdiction; provided further that the foregoing assignment, pledge and grant of a security interest shall be deemed not to assign, pledge and grant a security interest in Excluded Assets and or any assets not required to be pledged pursuant to Section 5.10 of the term “Article 9 Collateral” shall not include any Excluded AssetsCredit Agreement.
(b) Each Grantor Obligor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings), continuation statements, or other filings and recordings, and hereby ratifies any and all such filings made prior to the date hereof, with respect to the Article 9 Collateral and any other collateral pledged hereunder or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, or such other information as may be required under applicable law, including (i) whether such Grantor Obligor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorObligor, (ii) in the case of Fixtures and As-Extracted Collateral, a sufficient description of the real property to which such Article 9 Collateral relates, and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the Security Interest in the Article 9 Collateral or other collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Obligor agrees to provide such information to the Collateral Agent promptly upon specific request therefor. Each Obligor hereby further irrevocably authorizes the Collateral Agent to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Obligor without the signature of any Obligor, and naming any Obligor or the Obligors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Obligor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Massey Energy Co), Guarantee and Collateral Agreement (Alpha Natural Resources, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vvii) all Fixtures;
(viii) all General Intangibles;
(viix) all Goods;
(viix) all Instruments;
(viiixi) all Inventory;
(ixxii) all Investment Property;
(xxiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include Asset or any Excluded AssetsSecurity.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 2 contracts
Sources: Pledge and Security Agreement (LVB Acquisition, Inc.), Pledge and Security Agreement (Biolectron, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Collateral Trustee, its successors and assigns, pledges for the ratable benefit of the Secured Parties, and hereby grants to the Collateral AgentTrustee, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in and continuing lien on (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles (except to the extent constituting Pledged Collateral pledged pursuant to Article III) and Intellectual Property;
(vii) all InstrumentsInstruments (except to the extent constituting Pledged Collateral pledged pursuant to Article III);
(viii) all Inventory;
(ix) all Investment PropertyProperty (except to the extent constituting Pledged Collateral pledged pursuant to Article III);
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims from time to time specifically described on a Perfection Certificate or pursuant to Section 4.04(f);
(xii) all Insurance;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing. Notwithstanding anything herein to the contrary, in no event shall the Article 9 Collateral include nor the security interest granted under this Section 4.01 attach to: (i) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest in any such lease, license, contract or agreement is prohibited by or in violation (including a breach or default thereunder) of (A) any law, rule or regulation applicable to such Grantor, or (B) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code of the United States of America) or principles of equity); provided however that the Article 9 Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition referred to above shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (A) or (B) above; provided further that the prohibitions specified in (A) or (B) above shall not include any Proceeds of any such lease, license, contract or agreement, (ii) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, solely to the extent, if any, that, notwithstanding anything to and solely during the contrary period, if any, in this Agreementwhich, this Agreement shall not constitute an assignment, pledge or the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, (iii) Margin Stock, (iv) motor vehicles, rolling stock, aircraft and vessels, (v) all leasehold interests, (vi) any Excluded Accounts, (vii) any asset owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien permitted by Sections 6.02(a), 6.02(h), 6.02(r), 6.02(s) or 6.02(t) of the Credit Agreement but only to the extent that the contract or written agreement governing such permitted Lien or the permitted debt secured thereby expressly prohibits the grant of a Lien or a security interest on such asset but, in any Excluded Assets case, only for so long as and to the extent that such prohibition remains in place, (viii) those assets (if any) as to which the Collateral Trustee and the term Borrower shall have determined that the cost of obtaining a security interest is excessive in relation to the value of the security to be afforded thereby, (ix) any Equity Interest of any Subsidiary or any Person that is not a Subsidiary to the extent a pledge of such Equity Interest hereunder is expressly prohibited by any applicable shareholder agreement, indenture or other contractual arrangement either (x) in force and effect on the Closing Date or (y) entered into after the Closing Date but only if the applicable Grantor has used commercially reasonable efforts to ensure that such shareholder agreement, indenture or other contractual arrangement does not restrict the ability of the applicable Grantor to grant hereunder a Lien on or security interest in such Equity Interest, in any case only for so long as and to the extent that such prohibition remains in place and (x) any asset released by the Collateral Trustee from the Liens created hereby pursuant to Section 5.1 of the Intercreditor Agreement as and to the extent set forth therein (the interests, property and assets in the immediately foregoing clauses (i) through (x), the “Article 9 Collateral” shall not include any Excluded Assets”).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties Trustee at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the Article 9 Collateral as described herein or in any other manner as the Collateral Trustee may determine, in its reasonable discretion, is reasonably necessary, advisable or prudent to ensure the perfection of the Security Interest granted herein, (ii) indicate the Article 9 Collateral as “all assets, whether now owned or hereafter acquired, developed or created” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (iiiii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.and
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Dynegy Inc.), Guarantee and Collateral Agreement (Dynegy Inc.)
Security Interest. (a) As security for the payment or performanceperformance when due, as the case may be, in full of the Secured Obligations, including each Pledgor hereby assigns and pledges to the GuarantyCollateral Agent, each Grantor hereby its successors and permitted assigns, pledges for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Intellectual Property;
(ix) all Inventory;
(ixx) all Investment Property;
(xxi) all Letter of Credit Rights;
(xii) all Commercial Tort Claims as described on Schedule II hereto;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this AgreementAgreement or the other Loan Documents, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets (and the term “Article 9 Collateral” Collateral shall
(a) any vehicle, (b) any assets, whether now owned or hereafter acquired, that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement, (c) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (d) any Equity Interests or debt securities excluded from the pledge made pursuant to Section 2.01 hereof, (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, that 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 Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the 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, (f) any Equipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capitalized Lease Obligation if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any person other than the Pledgors as a condition to the creation of any other security interest on such Equipment or (g) any intent-to-use United States trademark applications for which an amendment to alleged use or statement of use has not include any Excluded Assetsbeen filed under 15 U.S.C. §1051(c) or 15 U.S.C. §1051(d), respectively, or, if filed, has not been deemed in conformance with 15 U.S.C. §1051(a) or examined and accepted by the United States Patent and Trademark Office.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 2 contracts
Sources: Collateral Agreement, Collateral Agreement (Momentive Specialty Chemicals Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantyGuarantees, each Grantor hereby assigns, assigns and pledges and grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vvii) all Fixtures;
(viii) all General Intangibles;
(viix) all Goods;
(viix) all Instruments;
(viiixi) all Inventory;
(ixxii) all Investment Property;
(xxiii) all Pledged Securities;
(xiv) all books and records pertaining to the Article 9 Collateral;
(xixv) all Fixtures;
(xii) all Letters of Credit and Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiiixvi) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Money; and
(xvxvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include Asset or any Excluded AssetsSecurity.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 1 contract
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor Pledgor hereby assigns, assigns and pledges and grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and confirms its prior grants to the Agent for the benefit of the Secured Parties in existence at the time of such grants, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(xii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (a) any Excluded Assets vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any assets (including Equity Interests), whether now owned or hereafter acquired, with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement would not be required to be satisfied by reason of Section 5.10(g) of the Credit Agreement if hereafter acquired, (c) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof, (d) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, or (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term “Article 9 Collateral” would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall not include any Excluded Assetsinclude, 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.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Zurn Water Solutions Corp)
Security Interest. (ai) As security for The Borrower hereby collaterally assigns to the payment or performanceAdministration, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Administration a security interest (the “Security Interest”) in, all of the Borrower's now owned and hereafter acquired, created or arising Property described below, and in each case regardless of where such Grantor’s rightProperty may be located and whether such Property may be in the possession of the Borrower, title one of its Subsidiaries, the Administration, or interest in a third party, and, if any of such Property may be held or to stored with any and Person other than the Borrower, together with all of the following assets and properties Borrower's rights now owned and hereafter acquired, created or at any time arising relating to the storage, withdrawal and retrieval thereof and access thereto (all of which Property described below and all such rights of storage, withdrawal, retrieval and access, in each case both now owned and hereafter acquired by such Grantor acquired, created or in which such Grantor now has or at any time in the future may acquire any rightarising, title or interest (collectively, the “Article 9 being referred to herein as "Collateral”"):
(iA) all All of the Borrower's now owned and hereafter acquired, created or arising "accounts" (as defined in Article 9) ("Accounts;") arising from the sale or lease or other disposition of the Borrower’s goods or other property; and
(iiB) all All of the Borrower's now owned and hereafter acquired, created or arising "chattel paper" (as defined in Article 9) ("Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g"); and
(xvC) All of the Borrower's now owned and hereafter acquired, created or arising "documents" (as defined in Article 9) ("Documents"); and
(D) All of Debtor's "equipment" (as defined in Article 9) and equipment which are or are to become fixtures ("Equipment"); and
(E) All fixtures located upon or within the extent real estate described in Exhibit A attached hereto or the buildings thereon or now or hereafter attached to, or installed in, or used in connection with such real estate in the buildings located thereon, whether or not otherwise includedpermanently affixed.
(F) All of the Borrower's now owned and hereafter acquired, all Proceeds created or arising "general intangibles" (as defined in Article 9) ("General Intangibles"), and
(G) All of the Borrower's now owned and products of hereafter acquired, created or arising promissory notes or other "instruments" (as defined in Article 9) or agreements evidencing the Borrower's right to payment from any Person or Persons, and including, without limitation, all of the foregoing Borrower’s "instruments" ("Instruments"); and
(H) All of the Borrower's now owned and hereafter acquired, created or arising "inventory" ("Inventory"); and
(I) All of the Borrower's now owned and hereafter acquired, created or arising cash and non-cash "proceeds" (as the term is used in Article 9) and all Supporting Obligationsother amounts received in respect of any sale, collateral security exchange, lease, license, transfer, redemption, or other disposition of any Collateral, and guarantees given by including insurance proceeds, and any Person with other thing of value paid or received in respect to of any of the foregoingforegoing Collateral, including, without limitation, interest and dividend payments made on or in respect of any of the foregoing Collateral, and distributions made in respect of any of the foregoing Collateral ("Proceeds"); provided thatand
(J) All of the Borrower's now owned and hereafter acquired, notwithstanding anything created or arising "products" of Collateral ("Products"); and
(K) All of the Borrower's now owned and hereafter acquired, created or arising books, records, documents, ledger cards, invoices, bills of lading and other shipping evidence, credit files, computer programs, tapes, discs, diskettes, and other data and software storage medium and devices, customer lists, mailing lists, mailing labels, business forms and stationery, and other property and general intangibles evidencing or relating to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge foregoing Collateral or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include Account Borrower (including any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit rights of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements Borrower with respect to the Article 9 Collateral foregoing maintained with or by any part thereof other person) ("Records").
(L) All receipts, revenues, rentals, income and amendments thereto that (i) indicate other moneys, including user fees, received by or on behalf of the Article 9 Collateral as “Borrower and all assets” rights to receive the same, whether in the form of accounts receivable, contract rights, general intangibles or “all personal property” other rights, and the proceeds of such Grantor rights, whether now existing or words hereafter coming into existence or whether now owned or held or hereafter acquired; provided, however, that there shall be excluded those gifts, grants, bequests, donations and contributions heretofore or hereafter made, designated at the time of similar effect the making thereof by the donor or maker thereof as being of an equal or lesser scope or with greater detail for certain specific purposes, and the income derived therefrom to the extent required by such designation ("Receipts")
(ii) contain The Borrower shall execute and deliver all instruments and documents requested by the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued Administration to such Grantor. Each Grantor agrees perfect and protect its security interest to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only execute and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such deliver all further instruments and documents as and take all further action that may be necessary or advisable for desirable or that the purpose of creating, attaching and perfecting the Security Interest Administration may request in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, order (i) to perfect and protect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (security interest created or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent purported to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided hereincreated hereby, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in enable the Administration to exercise and enforce its rights and remedies hereunder with respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction Collateral or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than otherwise effect the filing purposes of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement; including, to without limitation, (A) informing the extent that there is an express conflict between this Agreement and Administration in writing of the location of the Collateral and Guarantee Requirementof any changes in the Collateral's location, (B) executing and delivering to the Collateral Administration such financing statements, continuation statements and Guarantee Requirement shall govern and control.other documents as the Administration may reasonably request, and
Appears in 1 contract
Sources: Loan and Security Agreement
Security Interest. (a) As security for the payment or performance, as the case may be, in full of In order to secure the Secured Obligations, including the GuarantyBorrower, each Grantor hereby assigns, pledges and grants pursuant to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Original Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes previously has granted to the Collateral Agent for the benefit of the Secured Parties at Parties, and hereby affirms such grant, a continuing security interest in all of the following property of the Borrower whether now owned or existing or hereafter acquired or arising and regardless of where located (the “Collateral”):
(i) all Purchased Receivables and all of the Borrower’s rights under the Transaction Documents;
(ii) all right, title and interest of the Borrower in the Collateral Account, each Deposit Account and each Securities Account, and for each such Securities Account, all Financial Assets held therein or credited thereto (including all cash, Instruments and Investment Property) and all Security Entitlements in respect thereof;
(iii) Borrower’s rights under all Supplier Agreements;
(iv) all Accounts;
(v) all Chattel Paper;
(vi) all cash and Deposit Accounts;
(vii) all Documents;
(viii) all General Intangibles;
(ix) all Instruments;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all books and records of the Borrower pertaining to any time and of its Collateral; and
(xiii) all Proceeds of the Collateral described in the foregoing clauses (ii) through (xii).
(b) With respect to each right to payment or performance included in the Collateral from time to time to file time, the Security Interest granted therein includes a continuing security interest in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” any Supporting Obligation that supports such payment or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail performance and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement Lien that (x) secures such right to payment or amendment, including whether performance or (y) secures any such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable requestSupporting Obligation.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way alter affect or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records Borrower with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held or any transaction in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controlconnection therewith.
Appears in 1 contract
Sources: Credit Agreement
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, assigns and pledges and grants to the Collateral AgentTrustee, its successors and permitted assigns, for the benefit of the First-Lien Secured Parties, and hereby grants to the Collateral Trustee, its successors and assigns, for the benefit of the First-Lien Secured Parties, a security interest in and continuing lien on (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles and Intellectual Property;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims, including those described on Schedule V hereto;
(xii) all Insurance;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiv) to the extent not otherwise included, all Supporting Obligations, Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything herein to the contrary contrary, in this Agreement, this Agreement no event shall not constitute an assignment, pledge or grant of a the Article 9 Collateral include nor the security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include granted under this Section 4.01 attach to any Excluded Assets. Furthermore, any assets or property constituting “Excluded Assets” are expressly excluded from each term used in the definition of Collateral (and any component definition thereof). Notwithstanding the foregoing, in no event shall the Grantors be required to perfect any security interest through control (as defined in the New York UCC), including any control agreements, in respect of any cash, deposit accounts, securities accounts, Letter-of-Credit Rights or any proceeds, interest, income or profit therefrom. Notwithstanding the foregoing, in no event shall the Collateral Trustee take any voting, remedial or other action with respect to any Collateral directly or indirectly constituting Capital Stock of PPL Interstate Energy Company unless and until all authorizations, approvals and other actions by, and all notices to and filings with, all Governmental Authorities necessary under any Applicable Law to take such action have been obtained, taken and made, as applicable (including without limitation the prior filing with and approval of the Pennsylvania Public Utility Commission).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties Trustee at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the Article 9 Collateral as described herein or in any other manner as the Collateral Trustee may determine, in its reasonable discretion, is reasonably necessary, advisable or prudent to ensure the perfection of the Security Interest granted herein, (ii) indicate the Article 9 Collateral as “all assets, whether now owned or hereafter acquired, developed or created” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (iiiii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent Trustee promptly upon any reasonable request.
(c) The Collateral Trustee is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Trustee as the secured party.
(d) The Security Interest is granted as security only and shall not subject the Collateral Agent Trustee or any other First-Lien Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (PPL Energy Supply LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Guaranty and the GuarantyGuaranteed Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all General Intangibles;
(vivii) all Goods;
(viiviii) all Instruments;
(viiiix) all Inventory;
(ixx) all Investment Property;
(xxi) all books and records pertaining to the Article 9 Collateral;
(xixii) all Fixtures;
(xiixiii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiiixiv) all Intellectual Property;
(xivxv) all Commercial Tort Claims listed on Schedule II III and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) In furtherance of Section 5.5(b) of the ABL Intercreditor Agreement and at all times prior to the Discharge of Senior Secured Debt Obligations in respect of the Secured Obligations, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the ABL Agent, its successors and permitted assigns, for the benefit of the Collateral Agent and the other Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under the Deposit Accounts and Securities Accounts constituting Collateral.
(c) Each Grantor agrees that, in the event any Grantor, pursuant to any ABL Loan Document (as defined in the ABL Intercreditor Agreement), takes any action to grant or perfect a Lien in favor of the ABL Agent in any assets, such Grantor shall also take such action to grant or perfect a Lien (subject to the ABL Intercreditor Agreement) in favor of the Collateral Agent to secure the Secured Obligations without request of the Collateral Agent, including with respect to any property and real property in which the ABL Agent directs a Grantor to grant or perfect a Lien or take such other action under any ABL Debt Document.
(d) Subject to Section 3.01(g), each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(ce) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(df) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creatingperfecting, attaching and perfecting confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunderGrantor, without the signature of any Grantor, and naming any Grantor or the Grantor as a debtor debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(eg) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee RequirementDocuments, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Security Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, in United States government offices with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any deposit account control agreementsagreement, securities account control agreement or any other control arrangements agreement with respect to any deposit account, securities account, commodities account or any other Collateral that requires perfection by “control,” (other than in with respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant (x) uncertificated securities to the terms hereof)extent provided in Section 2.04 (y) any such account to the extent (and for so long as) control agreements are provided to the ABL Facility (or any refinancing thereof) with respect to the ABL Collateral and (z) any Term Priority Collateral Account, (iiiii) to take any action (other than the actions listed in clauses (i)(A) and (C) above) with respect to any nonassets located outside of the United States, (iv) to perfect in (x) any assets subject to a certificate of title statute, except to the extent perfection of a security interest therein may be accomplished by filing of financing statements in appropriate form in the applicable jurisdiction under the Uniform Commercial Code, (y) commercial tort claims in an amount less than $5,000,000 or (z) Letter-U.S. jurisdiction or required of-Credit Rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection of the security interest in such other Collateral is accomplished by the laws filing of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction a Uniform Commercial Code financing statement (it being understood that there no actions shall be no required to perfect a security agreements or pledge agreements governed under the laws of any noninterest in Letter-U.S. jurisdiction)of-Credit Rights, (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC a Uniform Commercial Code financing statements statement), (v) to perfect security interests deliver any Equity Interests in any Collateral consisting Immaterial Subsidiaries and in any Person other than the Borrower or of leasehold interests any Restricted Subsidiaries or proceeds (vi) to deliver any notes or other evidence of Collateral. Notwithstanding anything to the contrary Indebtedness in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controlamounts less than $5,000,000.
Appears in 1 contract
Sources: Security Agreement (DJO Finance LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Obligations under the Guaranty, each Grantor hereby assignspledges to the Collateral Agent, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all EquipmentDeposit Accounts;
(v) all General IntangiblesDocuments;
(vi) all GoodsEquipment;
(vii) all InstrumentsFixtures;
(viii) all General Intangibles and all Intellectual Property;
(ix) all Goods;
(x) all Instruments;
(xi) all Inventory;
(ixxii) all Investment Property;
(xxiii) all Pledged Securities;
(xiv) all books and records pertaining to the Article 9 Collateral;
(xixv) all Fixtures;
(xii) all Letters of Credit and Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiiixvi) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Money; and
(xvxvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets (and the term “Article 9 Collateral” shall not include include) any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assetsassets of the Debtor, whether now owned or hereafter acquired” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creatingperfecting, attaching and perfecting confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunderGrantor, without the signature of any Grantor, and naming any Grantor or the Grantor as a debtor debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee RequirementDocuments, none of the Grantors shall be required, nor is the Collateral Agent authorized, required (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any deposit account control agreements, other agreement or securities account control arrangements agreement with respect to any deposit account or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof)securities account, (ii) to take any actions action in any non-U.S. jurisdiction or required by the laws Laws of any non-U.S. jurisdiction in order to create any security interest in any assets located or titled outside of the U.S. or to perfect or make enforceable any security interests in any assets, including any intellectual property registered in any non-assets located outside of the U.S. jurisdiction (it being understood that there nothing herein shall be no require security agreements or pledge agreements governed under by the laws of any non-U.S. jurisdiction), ) any assets located outside of the United States or (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting assets subject to a certificate of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and controltitle statute.
Appears in 1 contract
Sources: Security Agreement (Global Cash Access Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor Pledgor hereby assigns, assigns and pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Intellectual Property;
(xi) all Inventory;
(ixxii) all Investment PropertyProperty other than the Pledged Collateral;
(xxiii) all Letters of Credit and Letter of Credit Rights;
(xiv) all minerals, oil, gas and As-Extracted Collateral;
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) substitutions, replacements, accessions, products and proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreementany Credit Documents, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (and the Article 9 Collateral shall not include) and the other provisions of the Credit Documents with respect to Collateral need not be satisfied with respect to (a) motor vehicles or other assets subject to certificates of title and commercial tort claims, (b) any assets over which the granting of security interests in such assets would be prohibited by an enforceable contractual obligation binding on the assets that existed at the time of the acquisition thereof and was not created or made binding on the assets in contemplation or in connection with the acquisition of such assets (except in the case of assets owned on the Acquisition Date or acquired after the Acquisition Date with Indebtedness of the type permitted pursuant to Section 6.03(b)(iv) of the Term Loan Agreement and any equivalent provision in the Indenture), applicable law or regulation (in each case, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code, other than proceeds thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions) or to the extent that such security interests would require obtaining the consent of any governmental authority or would result in materially adverse tax consequences as reasonably determined by the Borrower in writing delivered to the Collateral Agent, (c) those assets with respect to which, in the reasonable judgment of the Applicable Agent and the Borrower, evidenced in writing delivered to the Agent, the costs or other consequences of obtaining or perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom, (d) any Letter of Credit Rights (other than to the extent a Lien thereon can be perfected by filing a customary financing statement), (e) any Excluded Assets Securities, (f) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would violate the terms of applicable law or of such license, contract or agreement, or result in a breach of the terms of, or constitute a default under, any such 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 Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or regulation (including Title 11 of the United States Code) or principles of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the 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, (g) any equipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capitalized Lease Obligation, in each case, as permitted under the Term Loan Agreement and the term Indenture and not prohibited by any other Credit Document, if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any person other than the Pledgors as a condition to the creation of any other security interest on such equipment or asset and, in each case, such prohibition or requirement is permitted by under Term Loan Agreement and the Indenture and not prohibited by any other Credit Document, (h) any foreign collateral or credit support with respect to such foreign collateral (other than any such assets pledged pursuant to the Pledge Agreement), (i) any real property (owned or leased) or oil and gas properties (owned or leased) other than the Mortgaged Properties, and (j) any asset at any time that is not then subject to a Lien securing First-Priority Lien Obligations at such time (the foregoing clauses (a) through (j), the “Article 9 Collateral” shall not include any Excluded Assets”). With respect to the Collateral, no control agreements or control arrangements will be required with respect to any Deposit Accounts, Securities Accounts, Commodity Contracts or any other asset, the perfection of a security interest in which specifically requires a control arrangement or control agreement (other than the delivery of Pledged Securities to the Applicable Agent to the extent required by Article II).
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in), in all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperAs-Extracted Collateral;
(iii) all DocumentsChattel Paper;
(iv) all cash and Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vvii) all Fixtures;
(viii) all General Intangibles;
(vi) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(xxii) all Letter-of-Credit Rights;
(xiii) all Commercial Tort Claims identified on Schedule 12 to the Perfection Certificate;
(xiv) all Securities Accounts;
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any reasonable requestrelevant jurisdiction any initial financing statements or amendments thereto if filed prior to the Closing Date. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of such Grantor, and naming such Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Rentech Inc /Co/)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as the case may be, in full otherwise) of all the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and Borrower grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Lender a security interest (the “Security Interest”) in, in all of such GrantorBorrower’s right, title or interest in or to any and all of the following assets and properties personal property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in acquired, including the future may acquire any right, title or interest following (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) all Accounts;
Goods; and (iij) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books other tangible and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection intangible personal property of a security interest in such Article 9 Collateral is accomplished Borrower whether now or hereafter owned or existing, leased, consigned by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II or to, or acquired by, such Borrower and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)wherever located; and
(xv) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided that, notwithstanding anything . Notwithstanding any provision in this Agreement to the contrary in this Agreementcontrary, this Agreement the grant of security interest herein shall not constitute an assignmentextend to and the term “Collateral” shall not include (all of the following, pledge the “Excluded Assets”):
(i) the Intellectual Property (except Collateral shall include the proceeds of any disposition of any interest in the Intellectual Property and, if any court of law requires that Lender has a security interest in the Intellectual Property in order to have a security interest in such proceeds, then Collateral shall include the Intellectual Property, but only to the extent required to have a security interest in such proceeds), (ii) more than 65% of the issued and outstanding voting capital stock of any Subsidiary of Borrower that is incorporated or grant organized in a jurisdiction other than the United States or any state or territory thereof, provided that other than Bind Russia, clause (ii) shall apply only to the extent that Lender taking a security interest in more than 65% of such stock would cause Borrower to incur adverse tax consequences, (iii) any “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, (iv) any license or contract to the extent and only to the extent that the granting of a security interest in such license or contract is expressly prohibited by any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral applicable statute, law, or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” regulation, or “all personal property” would constitute a default under or a breach of such Grantor license or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCOcontract, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, but only to the extent that there such prohibition or default is an express conflict between this Agreement enforceable under applicable law (including without limitation Sections 9406, 9407 and 9408 of the Collateral UCC); provided that upon the termination or expiration of any such prohibition, such license or contract, as applicable, shall automatically be subject to the security interest granted in favor of Lender hereunder and Guarantee Requirementbecome part of the “Collateral”; and (v) Borrower’s account no. 1894064896 with Comerica Bank, the Collateral in which Borrower shall permit a balance not to exceed Borrower’s reimbursement obligations in connection with Letters of Credit and Guarantee Requirement shall govern and controlcorporate credit cards secured by such account.
Appears in 1 contract
Sources: Loan and Security Agreement (BIND Therapeutics, Inc)
Security Interest. (a) Notwithstanding the amendment and restatement of the Original Credit Agreement on the Third Amendment Effective Date pursuant to the Credit Agreement or any other Third Amendment Transactions, each Existing Grantor hereby confirms that the Existing Collateral Agreement and all Article 9 Collateral (as defined therein) encumbered thereby will continue to secure, to the fullest extent permitted under applicable law and as contemplated by this Agreement, the payment or performance, as the case may be, in full of the Secured Obligations, whether now or hereafter existing under or in respect of the Credit Agreement or any other Loan Document. The Grantors also hereby amend and restate their grant of security interest in its entirety as set forth in Section 3.01(b) below.
(b) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventoryother Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(d);
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that in no event shall the Security Interest attach to (A) any general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise, to which a Grantor is a party or any of its rights or interests thereunder if, to the extent and for so long as the grant of such security interest shall constitute or result in a breach of or a default under, or creates an enforceable right of termination in favor of any party (other than any Loan Party) to, such general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise (other than to the extent that any such term would be rendered ineffective, or is otherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable Requirement of Law); provided that, notwithstanding anything to the contrary extent severable, the Security Interest shall attach immediately to any portion of such general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise that does not result in this any such breach, termination or default, including any Proceeds of such general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise; (B) any motor vehicle or other asset covered by a certificate of title or ownership, whether now owned or hereafter acquired, the perfection of which is excluded from the UCC in the relevant jurisdiction; (C) any asset owned by any Grantor that is subject to a Lien of the type permitted by Section 6.02(iv) of the Credit Agreement (whether or not incurred pursuant to such Section) or a Lien permitted by Section 6.02(xi) of the Credit Agreement, this Agreement shall not constitute an assignmentin each case if, pledge or to the extent and for so long as the grant of a Lien thereon hereunder to secure the Secured Obligations constitutes a breach of or a default under, or creates a right of termination in favor of any party (other than any Loan Party) to, any agreement pursuant to which such Lien has been created; provided that the Security Interest shall attach immediately to any such asset (x) at the time the provision of such agreement containing such restriction ceases to be in effect and (y) to the extent any such breach or default is not rendered ineffective by, or is otherwise unenforceable pursuant to the UCC or any other applicable Requirement of Law; (D) any asset owned by any Grantor with respect to which Borrower, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the creation of such security interest in such asset hereunder would result in adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been determined by Borrower to be material to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries; (E) any asset owned by any Grantor if, to the extent and for so long as the grant of such security interest in such asset shall be prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law); provided that the Security Interest shall attach immediately to such asset at such time as such prohibition ceases to be in effect; (F) any asset owned by any Grantor that the Borrower and the Administrative Agent shall have agreed in writing to exclude from being Article 9 Collateral on account of the cost of creating a security interest in such asset hereunder (including any adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom; (G) any intent-to-use trademark applications filed in the United States Patent and Trademark Office, pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. Section 1051, prior to the accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act; (H) any leasehold interest in real property; (I) the deposit account listed on Schedule 6.02 of the Credit Agreement constituting cash collateral for the ▇▇▇▇▇ Fargo Note described (and as defined) on Schedule 6.01 of the Credit Agreement to the extent used solely for such purpose and not commingled with any other funds; and (J) the Excluded Assets and Equity Interests (it being understood that, to the extent the Security Interest shall not have attached to any such asset as a result of clauses (A) through (J) above, the term “Article 9 Collateral” shall not include any Excluded Assetssuch asset); provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of any of the foregoing (unless such Proceeds, substitutions or replacements would constitute property referred to in clauses (A) through (J)).
(bc) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if requiredavailable, any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(cd) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 1 contract
Sources: Collateral Agreement (Endurance International Group Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Collateral Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest (the “Security Interest”"SECURITY INTEREST") in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article "ARTICLE 9 Collateral”):COLLATERAL"), including, without limitation
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsAccount Collateral, Money and all Deposit Accounts, together with all amounts on deposit from time to time in such Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesIntangibles including all intellectual property, Payment Intangibles and Software;
(vi) all Goods, including Inventory, Equipment and Fixtures;
(vii) all Instruments;
(viii) all InventoryInvestment Property;
(ix) all Investment PropertyLetter-of-Credit rights and other Supporting Obligations;
(x) All Commercial Tort Claims;
(xi) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all Proceeds Proceeds, Accessions and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing;
(xiii) all cash or cash equivalents received by the Trustee or the Collateral Agent on behalf of the Trustee pursuant to Article 13 of the Indenture; provided that, notwithstanding anything and
(xiv) all collateral security and guaranties given by any Person with respect to any of the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assetsforegoing.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (a) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (b) in the case of a financing statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject . Each Grantor also ratifies its authorization for the Collateral Agent or any other Secured Party to, or to file in any way alter relevant jurisdiction any initial financing statements or modify, any obligation or liability of any Grantor with respect amendments thereto if filed prior to or arising out of the Article 9 Collateral.
(d) date hereof. The Collateral Agent is further authorized to file with the USPTO United States Patent and Trademark Office or the USCO United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be necessary or advisable (or, in the reasonable opinion of the Collateral Agent, advisable) for the purpose of creatingperfecting, attaching and perfecting confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunderGrantor, without the signature of any Grantor, and naming any Grantor or the Grantors as a debtor debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 1 contract
Sources: Collateral Agreement (International Wire Group Inc)
Security Interest. (a) As Each Grantor hereby collaterally assigns and pledges to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, as security for the payment or performance, as the case may be, performance in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit Obligations of the Secured Partiessuch Grantor, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or of such Grantor in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper (including all Electronic Chattel Paper and all Tangible Chattel Paper);
(iiic) all cash and Deposit Accounts;
(d) all Documents;
(ive) all Equipment, including all Fixtures;
(vf) all General Intangibles;
(vi) all Goods;
(viig) all Instruments;
(viiih) all Inventory;
(ixi) all Investment Property;
(xj) all Pledged Collateral;
(k) all Supporting Obligations;
(l) all Commercial Tort Claims of such Grantor described in the schedules to the Perfection Certificate in respect of such Grantor (as such schedule may be supplemented from time to time pursuant to any Perfection Certificate Supplement or otherwise);
(m) all other Goods;
(n) all books and records pertaining to the Article 9 Collateral;
(xio) all Fixtures;
(xii) other assets, properties and rights of every kind and description and interests therein, including all Letter-of-Credit Rights but only to moneys, securities and other property, now or hereafter held or received by, or in transit to, any Grantor, the extent constituting a Supporting Obligation Administrative Agent or any other Secured Party, whether for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)safekeeping, pledge, custody, transmission, collection or otherwise; and
(xvp) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatprovided, however, that notwithstanding anything to the contrary in this Agreementclauses (a) through (p) above:
(i) any General Intangible, this Agreement shall not constitute an assignmentChattel Paper, pledge Instrument or grant Account which by its terms prohibits the creation of a security interest in any Excluded Assets therein (whether by assignment or otherwise) shall be excluded from the Lien of the Security Interest granted under this Section 3.01, and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes be included in the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect such Grantor, except to the Article 9 Collateral extent that Sections 9-406(d), 9-407(a) or any part thereof and amendments thereto that (i9-408(a) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for are effective to render any such prohibition ineffective; provided, however, that if any General Intangible, Chattel Paper, Instrument or Account included in the filing Collateral contains any term, restricting or requiring the consent of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if requiredPerson (other than a Grantor) obligated thereon to, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party toexercise of remedies hereunder in respect of, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property therein granted under this Section 3.01, then the enforcement of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor such Security Interest under this Agreement shall be required subject to complete any filings governed by non-United States laws Section 5.01(c) (but such provision shall not limit the creation, attachment or take any other action with respect to the perfection of the Security Interests created hereby in Interest hereunder);
(ii) any Intellectual Property subsisting in any jurisdiction outside permit, lease, license or franchise shall be excluded from the Lien of the United States.Security Interest granted under this Section 3.01, and shall not be included in the Collateral, to the extent any Law applicable thereto is effective to prohibit the creation of a Security Interest therein;
(eiii) Notwithstanding anything to the contrary herein or in the Loan Documents any Collateral, including goods and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) software etc. owned by any means other than by (A) filings Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or Capitalized Lease permitted to be incurred pursuant to the UCC provisions of the Credit Agreement shall be excluded from the Lien of the Security Interest granted under this Section 3.01, and shall not be included in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there the contract or other agreement in which such Lien is an express conflict granted (or the documentation providing for such purchase money obligation or Capitalized Lease) validly prohibits the creation of any other Lien on such Equipment;
(iv) any cash or escrowed funds of third parties held in accounts of a Grantor shall not be part of the Collateral;
(v) any notes otherwise pledged to third-parties issued pursuant to the Borrower Warehoused Loans shall not be part of the Collateral;
(vi) any tax receivables agreement between this Agreement HFF and HFF Holdings (and any payments made thereunder) shall not be part of the Collateral; and
(vii) any rights of HFF Holdings and its members to, by and through HFF Acquisition, exchange direct or indirect interests in the Operating Companies for shares of common stock of HFF shall not be part of the Collateral. With respect to property described in clauses (i) through (v) above to the extent not included in the Collateral of such Grantor (the “Excluded Property”), such property shall constitute Excluded Property only to the extent and Guarantee Requirementfor so long as the creation of a Lien on such property in favor of the Administrative Agent is, and remains, validly prohibited by law or contract, and upon termination of such prohibition (however occurring), such property shall cease to constitute Excluded Property. The Grantors may be required from time to time at the Collateral request of the Administrative Agent to give written notice to the Administrative Agent identifying in reasonable detail the Excluded Property (and Guarantee Requirement shall govern stating in such notice that such property constitutes Excluded Property) and controlto provide the Administrative Agent with such other information regarding the Excluded Property as the Administrative Agent may reasonable request.
Appears in 1 contract
Sources: Credit Agreement (HFF, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Loan Party hereby assigns and pledges to the GuarantyCollateral Agent, each Grantor hereby its successors and permitted assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Loan Party or in which such Grantor Loan Party now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts, including all health-care-insurance Receivables;
(ii) all Chattel Paper;
(iii) all DocumentsMoney (here and hereinafter, as defined in Article 1 of the New York UCC);
(iv) all EquipmentDeposit Accounts;
(v) all General IntangiblesDocuments;
(vi) all GoodsEquipment;
(vii) all InstrumentsFixtures;
(viii) all Inventory;
(ix) all Investment Propertyother Goods;
(x) all books and records pertaining to the Article 9 CollateralInstruments;
(xi) all FixturesInvestment Property;
(xii) all Intellectual Property (except for “intent-to-use” applications for a trademark or service ▇▇▇▇, to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” application under applicable Federal law);
(xiii) all other General Intangibles;
(xiv) all Letter-of-Credit Rights but only to the extent constituting a that are Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementObligations;
(xiii) all Intellectual Property;
(xivxv) all Commercial Tort Claims listed specifically described on Schedule II and on any supplement thereto received by the Collateral Agent IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.03(g)the terms hereof;
(xvi) all books and records pertaining to any Article 9 Collateral; and
(xvxvii) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything Article 9 Collateral shall not include (A) Intellectual Property to the contrary extent, but only to the extent that, perfection of a security interest therein requires a filing to be made in any jurisdiction other than the United States, any political subdivision thereof or its territories or possessions, (B) the Excluded Equity Interests, (C) to the extent (but only to the extent) that at any time the Collateral Agent may not validly possess a security interest in any Retained Collection Rights under applicable Law, such Retained Collection Rights, (D) any contract, agreement, lease, license or permit to which a Loan Party 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 (1) the unenforceability of any right of the Loan Party therein, (2) a violation of applicable Law or (3) a breach or termination pursuant to the terms of, or a default under, any such contract, agreement, lease, license or permit (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable Law or principles of equity), provided that such security interest shall attach immediately at such time as the condition causing such unenforceability, breach or termination shall cease to be applicable and, to the extent severable, shall attach immediately to any portion of such contract or agreement that does not result in any of the consequences specified this clause, including any Proceeds of such contract or agreement, (E) motor vehicles or any other property or equipment the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, and (F) Letter-of-Credit Rights not constituting Supporting Obligations, (G) real property leases, (H) Commercial Tort Claims that are not specifically described in Schedule IV (as such schedule may be supplemented from time to time pursuant to the terms hereof), (I) any asset for which the burden or cost of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby as reasonably determined by the Administrative Agent in consultation with the Borrower and acknowledged in writing by the Administrative Agent and (J) assets subject to Liens permitted under the Credit Agreement in connection with capital leases, purchase money financing or similar arrangements permitted under the Credit Agreement, this Agreement shall not constitute an assignment, pledge or if and to the extent that a grant of a security interest in such assets as contemplated by this Agreement is prohibited or would result in the right to terminate or accelerate the indebtedness secured thereby, but only to the extent that any Excluded Assets and such provisions are not rendered ineffective pursuant to the term Uniform Commercial Code in the relevant jurisdiction or any other applicable Law or principles of equity, provided that the security interest granted above shall attach immediately at such time as such assets shall cease to be subject to such any such capital lease, purchase money financing or similar arrangement (the assets described in the foregoing clauses (A) through (J), the “Article 9 Collateral” shall not include any Excluded Assets”).
(b) Each Grantor Loan Party hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in the jurisdiction of its organization any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor Loan Party or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable such jurisdiction for the filing of any financing statement or amendment, including whether such Grantor Loan Party is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorLoan Party. Each Grantor Loan Party agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) Each Loan Party hereby further irrevocably authorizes the Collateral Agent at any time and from time to time to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by such Loan Party in any United States issued Patent, United States registered Copyright and United States registered Trademark (and applications for any of the foregoing), without the signature of such Loan Party and naming such Loan Party as debtor and the Collateral Agent as secured party.
(d) Anything in this Agreement or any other Loan Document to the contrary notwithstanding, the failure of any Lien or security interest in any Collateral to be perfected solely as a result of the Loan Parties not taking actions expressly described (but subject to the exceptions set forth in) clauses (i) through (v) of Section 5.12(c) of the Credit Agreement shall not (i) constitute a breach of any agreement or covenant contained in any Loan Document, (ii) cause any representation or warranty contained in any Loan Document to be untrue or incorrect or (iii) constitute a Default or Event of Default.
(e) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Loan Party with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 1 contract
Sources: Credit Agreement (PharMerica CORP)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantyGuarantee of each Grantor, each Grantor hereby assigns, assigns and pledges and grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperDeposit Accounts;
(iii) all DocumentsSecurities Accounts;
(iv) all Chattel Paper;
(v) all Documents;
(vi) all Equipment;
(vvii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(xxii) all books and records pertaining to the Article 9 Collateral;
(xixiii) all Fixtures;
(xiixiv) all Letterletter-of-Credit Rights credit rights, but only to the extent constituting a Supporting Obligation supporting obligation for other Article 9 Collateral as to which perfection of a security interest interests in such Article 9 Collateral is accomplished solely by the filing of a UCC financing statement;
(xiiixv) all Intellectual Property;
(xivxvi) all Commercial Tort Claims listed on Schedule II 9 to the Perfection Certificate and on any supplement thereto received by the Collateral Administrative Agent pursuant to Section 3.03(g3.03(e); and
(xvxvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded AssetsAsset.
(b) Each Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title and interest in, to or interest in or to under any and all of the following assets and properties properties, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventory;Investment Property:
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(x) all Goods and Fixtures;
(xi) all FixturesMoney, cash, cash equivalents, Deposit Accounts, Securities Accounts and Commodities Accounts;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiii) all Intellectual PropertyCommercial Tort Claims described on Schedule III from time to time;
(xiv) the Collateral Account, and all Commercial Tort Claims listed on Schedule II cash, Money, Securities and on other investments deposited therein;
(xv) all licenses, permits, rights, orders, variances, franchises or authorizations of or from any supplement thereto received governmental authority or agency, to the extent permitted to be assigned by the Collateral Agent pursuant to Section 3.03(g)terms thereof or by applicable law;
(xvi) all Supporting Obligations;
(xvii) all Security Entitlements in any or all of the foregoing;
(xviii) all Intellectual Property; and
(xvxix) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.;
Appears in 1 contract
Security Interest. All of the Borrower's Obligations constitute one (a1) As security for loan secured by the payment Agent's Liens on the Collateral now or performancefrom time to time hereafter granted by the Borrower to the Agent. The Borrower hereby acknowledges, confirms and agrees that the Agent, as the case may besuccessor in interest to SBCC, has and shall continue to have, to secure timely payment and performance in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesLenders, a security interest right of setoff against and a valid, continuing, enforceable and fully perfected first-priority Lien (the “Security Interest”subject only to Permitted Liens) in, upon all of such Grantor’s the Borrower's right, title or and interest in or and to any all Property and all interests in Property of the following assets and properties Borrower, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any rightBorrower and wheresoever located, title or interest (collectivelyincluding, the “Article 9 Collateral”):
without limitation: (i) all Accounts;
; (ii) all Chattel Paper;
General Intangibles; (iii) all Documents;
Fixtures; (iv) all Equipment;
Inventory; (v) all General Intangibles;
Equipment; (vi) all Goods;
Intellectual Property; (vii) all Instruments;
of the Borrower's deposit accounts (general or special) with any financial institution with which the Borrower maintains deposits; (viii) all Inventory;
of the Borrower's now owned or hereafter acquired monies, and any and all other property and interests in property of the Borrower now or hereafter coming into the actual possession, custody or control of the Agent or any Lender or any agent or affiliate of the Agent or any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (ix) all Investment Property;
documents, instruments and chattel paper; (x) all books and records pertaining insurance policies relating to any of the Article 9 Collateral;
foregoing, including without limitation business interruption insurance; (xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing Borrower's books and all Supporting Obligations, collateral security and guarantees given by any Person with respect records relating to any of the foregoing; provided that(xii) all accessions and additions to, notwithstanding anything substitutions for, and replacements of any of the foregoing; and (xiii) all cash collections from, and all other cash and non-cash proceeds of, any of the foregoing including, without limitation, proceeds of and unearned premiums with respect to insurance policies insuring any of the Collateral and claims against any Person for loss of, damage to, or destruction of, any or all of the Collateral. In addition, concurrently with the execution and delivery hereof the Borrower shall deliver the Mortgages, and concurrently with the acquisition of any real property after the Effective Date, the Borrower shall grant and convey to the contrary in this AgreementAgent, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral Lenders, as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction security for the filing of any financing statement or amendmentObligations, including whether first mortgage Liens on all such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable requestreal property.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 1 contract
Sources: Loan and Security Agreement (Brothers Gourmet Coffees Inc)
Security Interest. (a1) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor and MYT Parent (solely with respect to the MYT Account) hereby pledges to the Collateral Agent, its successors and permitted assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper;
(iiic) all cash and Deposit Accounts;
(d) all Documents;
(ive) all Equipment;
(vf) all General Intangibles;
(vi) all Goods;
(viig) all Instruments;
(viiih) all Inventory;
(ixi) all Investment Property;
(xj) all books and records pertaining to the Article 9 CollateralLetter of Credit Rights;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiiik) all Intellectual Property;
(xivl) all Commercial Tort Claims listed Claims, including those described on Schedule II IV hereto;
(m) each of the following:
(i) Securities Accounts;
(ii) Investment Property credited to Securities Accounts or Deposit Accounts from time to time and on all Security Entitlements in respect thereof;
(iii) all cash held in any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Securities Account or Deposit Account; and
(xviv) all other Money in the possession of the Collateral Agent;
(v) all books and Records pertaining to the extent not otherwise includedArticle 9 Collateral; and
(vi) all Proceeds, all Proceeds Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this AgreementAgreement or any other Notes Document, (i) the Article 9 Collateral will not include, this Agreement shall will not constitute an assignment, pledge or a grant of a security interest in and the security interest granted hereunder will not attach to, any Excluded Assets Asset and (ii) the Article 9 Collateral will not include, this Agreement will not constitute a grant of a security interest in and the term “Article 9 Collateral” shall security interest granted hereunder will not include attach to, any Excluded Assetsasset of MYT Parent except the MYT Account.
(b2) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time agrees to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral (including all Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including including:
(a) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor;
(b) in the case of a financing statement filed as a fixture filing, a sufficient description of the property to which such Article 9 Collateral relates; and
(c) a description of collateral that describes such property in any other manner as is necessary to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets”, whether now owned or hereafter acquired, or words of similar effect. Each Grantor agrees to provide stamped copies of such information filings to the Collateral Agent promptly upon any reasonable requestfollowing such filings.
(c3) The Grantor will also file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary for the purpose of perfecting, continuing, enforcing or protecting the Security Interest granted by each Grantor.
(4) Notwithstanding anything to the contrary in this Agreement or any other Notes Document, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Grantor, except as provided in Section 7.16.
(5) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Neiman Marcus Group LTD LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, assigns and pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Intellectual Property;
(xi) all Inventory;
(ixxii) all Investment PropertyProperty other than the Pledged Collateral;
(xxiii) all Letters of Credit and Letter of Credit Rights;
(xiv) all minerals, oil, gas and As-Extracted Collateral;
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxvi) substitutions, replacements, accessions, products and proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreementthe Credit Documents, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (and the Article 9 Collateral shall not include) and the other provisions of the Credit Documents with respect to Collateral need not be satisfied with respect to (a) motor vehicles or other assets subject to certificates of title and commercial tort claims, (b) any assets over which the granting of security interests in such assets would be prohibited by an enforceable contractual obligation binding on the assets that existed at the time of the acquisition thereof and was not created or made binding on the assets in contemplation or in connection with the acquisition of such assets (except in the case of assets owned on the Closing Date or acquired after the Closing Date with Indebtedness of the type permitted pursuant to Section 10.1(g) of the Credit Agreement), applicable law or regulation (in each case, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code, other than proceeds thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions) or to the extent that such security interests would require obtaining the consent of any governmental authority or would result in materially adverse tax consequences as reasonably determined by the Borrower in writing delivered to the Collateral Agent, (c) those assets with respect to which, in the reasonable judgment of the Agent and the Borrower, evidenced in writing delivered to the Agent, the costs or other consequences of obtaining or perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom, (d) any Letter of Credit Rights (other than to the extent a Lien thereon can be perfected by filing a customary financing statement), (e) any Excluded Assets Securities, (f) any Grantor’s right, title or interest in any license, contract or agreement to which such Grantor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would violate the terms of applicable law or of such license, contract or agreement, or result in a breach of the terms of, or constitute a default under, any such license, contract or agreement to which such Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or regulation (including Title 11 of the United States Code) or principles of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (g) any equipment or other asset owned by any Grantor that is subject to a purchase money lien or a Capitalized Lease Obligation, in each case, as permitted under the term Credit Agreement, if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any person other than the Grantors as a condition to the creation of any other security interest on such equipment or asset and, in each case, such prohibition or requirement is permitted by the Credit Agreement, (h) any foreign collateral or credit support with respect to such foreign collateral (other than any such assets pledged pursuant to the Pledge Agreement) or (i) any real property (owned or leased) or oil and gas properties (owned or leased) other than the Mortgaged Properties (the foregoing clauses (a) through (i), the “Article 9 Collateral” shall not include any Excluded Assets”). With respect to the Collateral, no control agreements or control arrangements will be required with respect to any Deposit Accounts, Securities Accounts, Commodity Contracts or any other asset, the perfection of a security interest in which specifically requires a control arrangement or control agreement (other than the delivery of Pledged Securities to the Agent to the extent required by Article II).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. The Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “"Security Interest”") in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned [[NYCORP:2304021v10:4272D:09/26/03--03:05 p]] or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Article 9 Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-credit rights;
(xi) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxii) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Collateral Agent, including describing such property as "all assets" or "all property". Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject . Each Grantor also ratifies its authorization for the Collateral Agent or any other Secured Party to, or to file in any way alter relevant jurisdiction any initial financing statements or modify, any obligation or liability of any Grantor with respect amendments thereto if filed prior to or arising out of the Article 9 Collateral.
(d) date hereof. [[NYCORP:2304021v10:4272D:09/26/03--03:05 p]] The Collateral Agent is further authorized to file with the USPTO United States Patent and Trademark Office or the USCO United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be necessary or advisable for the purpose of creatingperfecting, attaching and perfecting confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunderGrantor, without the signature of any Grantor, and naming any Grantor or the Grantors as a debtor debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and assigns, pledges for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title and interest in, to or interest in or to under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paperchattel paper (including, without limitation, all tangible chattel paper and all electronic chattel paper);
(iii) all Documentscash and all Deposit Accounts and all monies deposited therein;
(iv) all Equipmentequipment (including all Fixtures);
(v) all General Intangiblesdocuments;
(vi) all GoodsGeneral Intangibles (including Intellectual Property);
(vii) all Instrumentsinstruments;
(viii) all Inventory;
(ix) all Investment Propertyinvestment property (including all commodities contracts, commodities accounts, securities and securities accounts and security entitlements or financial assets credited thereto);
(x) all letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
(xi) all commercial tort claims described on Schedule 3, as such Schedule may be supplemented from time to time;
(xii) all Contracts, together with all Contract Rights arising thereunder;
(xiii) all supporting obligations;
(xiv) all books and records Records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xv) to the extent not otherwise included, all products and Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of the Grantors or the Secured Parties in respect thereof and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding ). Notwithstanding anything herein to the contrary contrary, in this Agreement, this Agreement no event shall not constitute an assignment, pledge or grant of a the security interest in granted hereunder attach to any Excluded Assets Assets, and the term “Article 9 Collateral” shall not include any expressly exclude all such Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings with respect to Fixtures appurtenant to any Mortgaged Properties) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” assets now owned or “all personal propertyhereafter acquired” of such Grantor Grantor, or words of similar effect as being of an equal or lesser scope or with greater detail the like, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or other applicable law of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any reasonable relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. Each Grantor will pay any applicable filing fees, recordation taxes and related expenses relating to its Collateral. To the extent that any financing statement or other filing includes any Excluded Assets, the Collateral Agent shall take such action from time to time as reasonably requested by any Grantor, at such Grantor’s expense, as necessary to evidence or reflect the exclusion thereof from the Security Interest, provided that such Grantor shall have delivered to the Collateral Agent such documentation and certification with respect thereto as the Collateral Agent may reasonably request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 1 contract
Security Interest. (a) As collateral security for the payment or performanceLoan as described above, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor Pledgor hereby assigns, pledges and grants to the Collateral AgentLender, its successors and permitted assigns, for the benefit of the Secured Parties, Lender shall have a security interest in 106,389 shares of common stock of the SFBC International, Inc. ("SFBC") issued in the name of Pledgor (the “Security Interest”"Shares"). Simultaneously with the execution of this Agreement, Pledgor will deliver the Shares to Lender along with a duly executed stock power, endorsed in blank.
(b) in, all of such Grantor’s right, title or Lender shall also have a security interest in all securities and other property, rights or to interests of any and all of the following assets and properties now owned or description at any time hereafter acquired by such Grantor issued or issuable as an addition to, in which such Grantor now has substitution or at exchange for, or with respect to the Shares, including without limitation, (i) shares issued as dividends or as the result of any time change in the future may acquire name of Pledgor, or (ii) any rightreclassification, title or interest any split-up or other corporate reorganization, collectively referred to as the "New Shares." Pledgor will promptly deliver to Lender duly executed stock powers for any New Shares.
(collectively, the “Article 9 Collateral”):c) Pledgor represents and warrants that:
(i) all AccountsPledgor is the sole beneficial and record owner of the Shares;
(ii) the Shares are free and clear of all Chattel Paperliens, pledges, charges, encumbrances, security interest or right or option of any third person to purchase or otherwise acquire any of the Shares and Pledgor has the unrestricted right to pledge the Shares as contemplated hereby;
(iii) all Documents;Pledgor possesses the voting rights in the Shares, and will possess the voting rights, if any, in any New Shares free and clear of any restrictions; and
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining the Shares are not subject to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letterany restriction on sale, transfer, assignment or hypothecation other than such restrictions as arise out of non-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent registration thereof or pursuant to Section 3.03(g); and
that certain Lock-Up and Indemnification Agreement dated of even date herewith by and between the Lender and Pledgor (xvthe "Lock-Up Agreement") to the extent not otherwise included, all Proceeds and products a copy of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor which is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.set forth on Exhibit A. ---------
Appears in 1 contract
Security Interest. (a) As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperDeposit Accounts and all Investment Property deposited therein or credited thereto, including the Concentration Account, the ABL Collection Account, and all cash and cash equivalents deposited therein or credited thereto;
(iii) all DocumentsChattel Paper;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) Letter-of-Credit rights;
(xi) Commercial Tort Claims included in the Article 9 Collateral pursuant to Section 4.04;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xvxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any reasonable requestrelevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.
(c) The Security Interest is and the security interests granted pursuant to Article III are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to (i) any contract or agreement to which a Grantor is authorized to file with the USPTO or the USCO (a party or any successor office) of its rights or interests thereunder if and for so long as the grant of such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without shall constitute or result in (A) the signature unenforceability of any Grantorright of the Grantor therein or (B) a breach or termination pursuant to the terms of, and naming or a default under, any Grantor as a debtor and such contract or agreement (other than to the Collateral Agent as secured party. No Grantor shall extent that any such term would be required rendered ineffective pursuant to complete any filings governed by nonSection 9-United States laws 406, 9-407, 9-408 or take 9-409 of the New York UCC or any other action applicable law or principles of equity), provided, however, with respect to any contract or agreement described in clause (i) of this paragraph (d), that such security interest shall attach immediately at such time as the perfection condition causing such unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract or agreement that does not result in any of the Security Interests created hereby consequences specified in subclauses (A) or (B) of this paragraph (d) including, any Intellectual Property subsisting in any jurisdiction outside Proceeds of such contract or agreement, (ii) more than 65% of the United Statesissued and outstanding voting Equity Interests of any Foreign Subsidiary or (iii) any Excluded Property.
(e) Notwithstanding anything herein to the contrary herein or contrary, any Security Interest in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors any Intellectual Property shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect subordinate to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” license thereof (other than in respect of certificated Equity Interests and Pledged Debt otherwise required a license to be pledged pursuant to the terms hereof), (iia Loan Party) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed permitted under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Credit Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (L Brands, Inc.)
Security Interest. (a) As security for the payment in cash or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, including each Pledgor hereby assigns and pledges to the GuarantyCollateral Agent, each Grantor hereby its successors and permitted assigns, pledges for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(iii) all Documentscash and Deposit Accounts;
(iv) all computer programs of such Pledgor and all intellectual property rights therein and all other proprietary information of such Pledgor, including but not limited to Domain Names and trade secret rights;
(v) all Intellectual Property;
(vi) all Documents;
(vii) all Equipment;
(vviii) all General Intangibles;
(viix) all Goods;
(viix) all Instruments;
(viiixi) all Inventory;
(ixxii) all Investment Property;
(xxiii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xiv) all Commercial Tort Claims;
(1) Securities Accounts, (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time, and all Security Entitlements in respect thereof, (3) all cash held in any Securities Account or Deposit Account and (4) all other Money in the possession of the Collateral Agent;
(xvi) all Commodity Accounts;
(xvii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xviii) all books and records Records pertaining to the Article 9 Collateral;
(xixix) all FixturesSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xiixx) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g)Transportation Equipment; and
(xvxxi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in (a) any Excluded Assets assets (including Equity Interests), whether now owned or hereafter acquired, with respect to which the Collateral and Guarantee Requirement or the term “Article 9 Collateral” other paragraphs of Section 5.10 of the Credit Agreement would not be required to be satisfied by reason of Section 5.10(g) of the Credit Agreement if hereafter acquired (it being understood, however, that cash, Deposit Accounts and Securities Accounts shall not include be excluded from the grant of the Security Interest pursuant to this Section 4.01 by virtue of clause (iii) of Section 5.10(g) of the Credit Agreement), (b) any Excluded Assetsproperty excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01(a) hereof (other than Section 3.01(a)(iv)), (c) any Letter-of-Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose or (d) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, 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 Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests without any further action on the part of such Pledgor or any Secured Party as if such provision had never been in effect and (y) the right to receive payments of money or other consideration in respect of such license, contract or agreement shall not be excluded from the security interest created hereunder.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any reasonable requestsuccessor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Administrative Agent, the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.9
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Quality Distribution Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuarantyObligations when due, each Grantor Pledgor hereby assignspledges to the Agent, pledges for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest interest, including the following (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash, currency, cash equivalents and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesGoods and Equipment;
(vi) all GoodsFixtures;
(vii) all InstrumentsGeneral Intangibles and Payment Intangibles;
(viii) all InventoryInstruments;
(ix) all Investment PropertyIntellectual Property and Intellectual Property Licenses;
(x) all Inventory;
(xi) all Investment Property other than the Pledged Collateral;
(xii) all Letter of Credit Rights;
(xiii) all Commercial Tort Claims for which a claim has been made and such claim is individually in excess of $10,000,000 individually or $30,000,000 in the aggregate, including Commercial Tort Claims described on Schedule II hereto;
(xiv) all books and records pertaining to the Article 9 Collateral;; and
(xixv) all Fixtures;
Mortgaged Vessels (xii) all Letter-of-Credit Rights but only to which such Mortgaged Vessels constituting Pledged Mortgaged Vessels on the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims date hereof shall be listed on Schedule II VI) and any other Mortgaged Vessels obtained in the future by such Pledgor, and includes all such Mortgaged Vessels’ engines, machinery, boats, boilers, masts, rigging, anchors, chains, cables, apparel, tackle, outfit, spare gear, fuel, consumable or other stores, freights, belongings and appurtenances, whether on board or ashore, whether now owned or hereafter acquired, and all additions, improvements and replacements hereafter made in or to said vessel, or any supplement thereto received by part thereof, or in or to the Collateral Agent pursuant to Section 3.03(gstores, belongings and appurtenances aforesaid (collectively, the “Pledged Mortgaged Vessels”); and
(xvxvi) to the extent not otherwise included, all Proceeds Accessions, proceeds, including insurance proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, this Agreement shall not constitute an assignment, pledge or a grant of a security interest in any Excluded Assets (and the term “Article 9 Collateral” Collateral shall not include include), and the other provisions of the Loan Documents, the Notes Indenture Documents and any Other First Lien Agreement with respect to Collateral need not be satisfied with respect to, the Excluded AssetsProperty. In addition, for the avoidance of doubt, the provisions of Section 9.22 of the Credit Agreement (as in effect on the date hereof and for long as such provision remains in effect) shall apply to all the terms and provisions of this Agreement.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. The Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor in such Pledgor’s United States registered or pending Patents, Trademarks and Copyrights, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights or any other assets, in each case arising under the laws of a jurisdiction other than the United States.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 1 contract