Collateral. Subject to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising: (i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto; (ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto; (iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral; (iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and (v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 8 contracts
Samples: Revolving Credit Agreement (MN8 Energy, Inc.), Revolving Credit Agreement (MN8 Energy, Inc.), Revolving Credit Agreement (MN8 Energy, Inc.)
Collateral. Subject With respect to the terms Collateral at any time prior to the release of the applicable Lien on the Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof of the Security Agreement: (i) any Significant Collateral Security Failure Event with respect to the United States exists and is continuing; (ii) any Significant Collateral Security Failure Event with respect to two Material Foreign Jurisdictions exists and is continuing; or for (c) the Borrower or Dart asserts, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any such assertion by Dart, the Borrower fails to cause Dart to rescind such assertions within 10 days after the Borrower has actual knowledge of such assertions; provided that the Borrower’s or Dart’s assertion that a security interest is invalid or unenforceable is not based on a change of law in the jurisdiction that results in the jurisdiction not permitting the granting, recordation or perfection of security interests in the Collateral; then, and in every such event (other purpose permitted under than an event with respect to the Guarantor’s Governing Documents Borrowers described in clause (f) of this Section 7.01), and this Credit Agreementat any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrowers, take either or both of the following actions, at the same or different times: (i) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, and (Bii) declare the proceeds of such withdrawn funds Loans then outstanding to be due and payable in whole (the items or in (A) part, in which case any principal not so declared to be due and (Bpayable may thereafter be declared to be due and payable), collectively “Excluded Proceeds”). Notwithstanding and thereupon the foregoing principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or anything other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to the contrary Borrowers described in clause (f) of this Credit Agreement or any other Loan Document (i) Section 7.01, the term “Collateral” Revolving Commitments shall not include automatically terminate and the Unfunded Capital Commitments principal of the SOX InsidersLoans then outstanding, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any together with accrued interest thereon and all fees and other interests obligations of the SOX InsidersBorrowers accrued hereunder, if anyshall automatically become due and payable, unless so elected without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinBorrowers.
Appears in 5 contracts
Samples: Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp)
Collateral. Subject In addition to, and not in substitution for, any Property delivered, conveyed, transferred or assigned to you under any Loan Document as security for any or all of Applicant's obligations and liabilities to you at any time existing under or in connection with any L/C Document or any Loan Document, Applicant agrees to deliver, convey, transfer and assign to you on demand, as security, Property of a value and character satisfactory to you, (i) if you at any time reasonably feel insecure about Applicant's ability or willingness to repay any amounts which you have paid or may pay in the terms future on any Demand or in honoring any other of your obligations under or in connection with any Credit, or (ii) without limiting the generality of the applicable Collateral Documentsforegoing, to secure if any temporary or permanent restraining order, preliminary or permanent injunction, or any other pretrial or permanent injunctive or similar relief is obtained restraining, prohibiting or enjoining you, any of your correspondents, or any advising, confirming, negotiating, paying or other bank from paying or negotiating any Demand or honoring any other obligation under or in connection with any Credit. Applicant agrees that the payment and performance receipt by you or any of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way your agents or correspondents at any time of any kind of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, cash, shall not be deemed a waiver of any of your rights or powers under this Agreement. Applicant agrees to sign and deliver to you on demand, all such deeds of trust, security agreements, financing statements and other documents as you shall at any time request which are necessary or desirable (in your sole opinion) to grant to you an effective and perfected security interest in and to any or all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant . Applicant agrees to pay all filing and recording fees related to the Credit Agreement if deposited or credited perfection of any security interest granted to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors you in accordance with the terms hereof this Section. Applicant hereby agrees that any or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds all of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” held and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, disposed of as provided thereinin this Agreement by you. Upon any transfer, sale, delivery, surrender or endorsement of any Document or Property which is or was part of the Collateral, Applicant will indemnify and hold you and your agents and correspondents harmless from and against each and every claim, demand, action or suit which may arise against you or any of your agents or correspondents by reason of such transfer, sale, delivery, surrender or endorsement.
Appears in 5 contracts
Samples: Standby Letter of Credit Agreement, Standby Letter of Credit Agreement (Handspring Inc), Standby Letter of Credit Agreement (Handspring Inc)
Collateral. Subject to the terms The Collateral under this Security Agreement includes all of the applicable Collateral Documents, to secure the payment and performance following assets of the Obligations hereunderDebtor which are or are to be installed, pursuant attached, and/or used upon or in connection with, relate to a Collateral Account Pledge, a Security Agreementor arise from (including without limitation the ownership and/or operation of) the Project, the related financing statements and Gaming Facility Site and/or the other related documentsProject Facilities, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired (collectively all of the following property and similar or arising:after-acquired property under this Section 2 being hereinafter referred to as the "Collateral").
(a) any Furnishings and Equipment (as defined in the Management Contract); and each of the foregoing whether now owned or hereafter at any time acquired by Debtor and wherever located, and includes all replacements, additions, parts, appurtenances, accessions, substitutions, repairs, proceeds, products, offspring, rents and profits, license rights and software attached or relating thereto or therefrom, and all documents, records, ledger sheets and files of Debtor relating thereto; together further with all proceeds of any such Collateral, including, without limitation (i) any and all Unfunded Capital Commitments of the Investors, whether whatever is now or hereafter committedreceivable or received by Debtor upon the sale, including but not limited to the right to draw down Investor Capital Contributions on exchange, collection or other disposition of any item of Collateral, whether voluntary or involuntary, whether such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
proceeds constitute equipment, intangibles, or other assets; (ii) to the extent relating to the Unfunded Capital Commitments any such items which are now or hereafter acquired by Debtor with any proceeds of the Investors constituting Collateral in clause hereunder; (iiii) aboveall warehouse receipts, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, bills of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants lading and other agreements documents of title now or hereafter covering such Investors or guarantors contained therein, any goods; and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind insurance proceeds or description to the extent evidencing or supporting obligations any payments under any indemnity, warranty or guaranty now or hereafter payable by reason of the foregoing Collateral and any and all security and other property loss or damage or otherwise with respect to such Collateral;
(iv) any item of Collateral or any proceeds thereof. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Management Contract and each category of Collateral Accountthat is defined under the UCC shall have the meanings set forth therein. As they are used in this Agreement, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of listed below shall have the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.following meanings:
Appears in 5 contracts
Samples: Security Agreement (Lakes Entertainment Inc), Security Agreement (Lakes Entertainment Inc), Security Agreement (Lakes Entertainment Inc)
Collateral. (a) Subject to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property Limited Conditionality Provision with respect to this Section 6.02(a), all Capital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, in which case, the maximum amount of Capital Stock of such Collateral;
(ivExcluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) each pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral AccountAgent shall have received all certificates representing such securities pledged under the Security Pledge Agreement, including but not limited to any accompanied by instruments of transfer and all funds and financial assets on deposit therein or credited theretoundated stock powers endorsed in blank; and
(vb) any the Borrower shall have executed and all proceeds of any delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the foregoing Collateral includingAcquisition Documents; provided that, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to any security interest in any Collateral is not or cannot be provided and/or perfected on the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments Closing Date (other than Permitted Investments deposited the pledge (and delivery in or credited to the case of the immediately following clause (1)) and perfection of the security interests (1) in the certificated equity securities of the Target, any such account), to make payments or distributions to Investors in accordance with Domestic Subsidiaries of Holdings (other than the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents Target and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (Aits Subsidiaries) and (B)2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so, collectively “Excluded Proceeds”). Notwithstanding then the foregoing or anything provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments availability of the SOX InsidersCredit Facility on the Closing Date, including but not limited instead shall be required to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitmentsbe delivered, or any other interests of a security interest therein perfected, not more than 90 days after the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, Closing Date (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral as such period may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) extended by the Administrative Agent and in its sole discretion) (collectively, the Secured Parties shall not have any Lien on any property that is not “CollateralLimited Conditionality Provision”, except in connection with any Swap Agreement, as provided therein).
Appears in 5 contracts
Samples: Credit Agreement (Grindr Inc.), Credit Agreement (Grindr Inc.), Credit Agreement (Tiga Acquisition Corp.)
Collateral. Subject In addition to, and not in substitution for, any Property delivered, conveyed, transferred or assigned to you under any Loan Document as security for any or all of Applicant's obligations and liabilities to you at any time existing under or in connection with any L/C Document or any Loan Document, Applicant grants to you a security interest in and to the terms following Collateral, whether or not any such Collateral is in your possession or control or the possession or control of the applicable Collateral Documentsyour agents or correspondents or in transit to, or set apart for, you or your agents or correspondents, until such time as all Applicant's obligations and liabilities to secure the payment you at any time existing under or in connection with each L/C Document and performance of the Obligations hereundereach Loan Document have been fully paid and discharged, pursuant to a Collateral Account Pledgeall as security for such obligations and liabilities, a Security Agreement(a) all Applicant's property, the related financing statements claims, demands, right, title and the other related documents, the Guarantor shall grant, interest in and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit balance of each of the Secured PartiesApplicant's deposit accounts with you now or at any time hereafter existing, as applicableand all evidences of such deposit accounts, a first priority(b) all Property belonging to Applicant or in which it may have an interest, security interest and Xxxx now or at any time hereafter delivered, conveyed, transferred, assigned, pledged or paid to you or your agents or correspondents in and on its interests in the followingany manner whatsoever, whether now owned as security or hereafter acquired for safekeeping or arising:
(i) any and all Unfunded Capital Commitments of the Investorsotherwise, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (items received for collection or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreementtransmission, and (B) the proceeds of such withdrawn funds (the items items, whether or not such Property is in (A) whole or in part released to Applicant on trust or bailee receipt or otherwise, and (B)c) where Applicant is more than one person or entity, collectively “Excluded Proceeds”)all right, title and interest of each of Applicants in and to all the Property which any of Applicants may now or hereafter obtain as security for the obligations of any one or more of Applicants to one or more of the others of Applicants arising under or in connection with the transaction to which any Credit relates. Notwithstanding the foregoing Further, in addition to, and not in substitution for, any Property delivered, conveyed, transferred or anything assigned to the contrary you under any Loan Document as security for any or all of Applicant's obligations and liabilities to you at any time existing under or in this Credit Agreement connection with any L/C Document or any other Loan Document Document, Applicant agrees to deliver, convey, transfer and assign to you on demand, as security, Property of a value and character satisfactory to you, (i) if you at any time feel insecure about Applicant's ability or willingness to repay any amounts which you have paid or may pay in the term “Collateral” shall not include future on any Demand or in honoring any other of your obligations under or in connection with any Credit, or (ii) without limiting the Unfunded Capital Commitments generality of the SOX Insidersforegoing, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitmentsif any temporary or permanent restraining order, preliminary or permanent injunction, or any other interests of the SOX Insiderspretrial or permanent injunctive or similar relief is obtained restraining, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investmentprohibiting or enjoining you, any Portfolio Assets of your correspondents, or any Excluded Proceedsadvising, (iii) the term “Collateral” shall not include confirming, negotiating, paying or other bank from paying or negotiating any collateral posted Demand or received honoring any other obligation under or in connection with any Credit. Applicant agrees that the Swap Agreementsreceipt by you or any of your agents or correspondents at any time of any kind of security, including, without limitation, cash, shall not be deemed a waiver of any of your rights or powers under this Agreement. Applicant agrees to sign and deliver to you on demand, all such deeds of trust, security agreements, financing statements and other documents as you shall at any time request which are necessary or desirable (ivin your sole opinion) to grant to you an effective and perfected security interest in and to any or all of the Collateral. Applicant agrees to pay all filing and recording fees related to the perfection of any security interest granted to you in accordance with this Section. Applicant hereby agrees that any or all of the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” held and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, disposed of as provided thereinin this Agreement by you. Upon any transfer, sale, delivery, surrender or endorsement of any Document or Property which is or was part of the Collateral, Applicant will indemnify and hold you and your agents and correspondents harmless from and against each and every claim, demand, action or suit which may arise against you or any of your agents or correspondents by reason of such transfer, sale, delivery, surrender or endorsement.
Appears in 4 contracts
Samples: Standby Letter of Credit Agreement (Miscor Group, Ltd.), Standby Letter of Credit Agreement (Plantronics Inc /Ca/), Secured Credit Agreement (First Banks Inc)
Collateral. Subject (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the terms of Borrower under Applicable Law. As collateral security for the applicable Collateral Documentsprompt, to secure the complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security AgreementObligations, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, Borrower hereby grants to the Administrative Agent, as agent for the benefit of each of the Secured Parties, as applicable, a first priority, lien on and security interest in all of the Borrower’s right, title and Xxxx in interest in, to and on its interests in under the following, whether now existing or owned or hereafter arising or acquired or arising:by the Borrower (collectively, the “Collateral”):
(i) any the Receivables and all Unfunded Capital Commitments of the Investorsrelated Contracts, whether now or hereafter committed, (including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors service the Receivables in connection therewith), and to issue Investor Capital Calls any accounts or obligations evidenced thereby, any guarantee thereof, all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect theretoto any such Receivables) or to become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date;
(ii) the 2017-1A SUBI, the 2017-1A SUBI Certificate and any related rights, authority, powers and privileges of the holder and the beneficiary thereof under the related Trust Documents, including a beneficial interest in the North Carolina Receivables from time to time allocated to the extent relating 2017-1A SUBI, including all monies due and to become due with respect thereto and all proceeds thereof, and all payments and distributions thereunder of whatever kind or character and whether in cash or other property, at any time made or distributable to the Unfunded Capital Commitments Borrower thereunder or in respect thereof, whether due or to become due, including, without limitation, the immediate and continuing right of the Investors constituting Collateral in clause Borrower to receive and collect all amounts payable to the holder thereof, and all of the Borrower’s rights, remedies, powers, interests and privileges under the Trust Documents (i) abovewhether arising pursuant to the terms thereof or otherwise available to Borrower), (x) including, without limitation, the Constituent right to enforce the Trust Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) to give or withhold any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited toconsents, in each case of clauses (x)requests, (y) and (z)notices, any directions, approvals or waivers thereunder and all representationsamounts due and to become due thereunder, warranties, covenants and other agreements of such Investors whether payable as indemnities or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretodamages for breach thereof;
(iii) any each First Tier Purchase Agreement and all agreements, instruments remedies thereunder and other documents of every kind or description the assignment to the extent evidencing Administrative Agent of all UCC financing statements filed by Regional Management against each Originator under or supporting obligations under any of in connection with the foregoing Collateral and any and all security and other property with respect to such CollateralFirst Tier Purchase Agreement;
(iv) each Collateral Accountthe Second Tier Purchase Agreement and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Regional Management under or in connection with the Second Tier Purchase Agreement;
(v) the Account Collateral;
(vi) all Liquidation Proceeds;
(vii) all Hedge Collateral;
(viii) all Receivable Files, Servicer Files and the Schedule of Receivables, and the documents, agreements and instruments included in the Receivable Files and Servicer Files, including but not limited rights of recourse of the Borrower against the related Originators and Regional Management;
(ix) all Records, documents and writings evidencing or related to any the Receivables or the Contracts;
(x) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof), payments and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise;
(xi) all funds security interests, Liens, guaranties and financial assets on other encumbrances in favor of or assigned or transferred to the Borrower in and to the Receivables;
(xii) all deposit therein or credited theretoaccounts, monies, deposits, funds, accounts and instruments relating to the foregoing; and
(vxiii) any all income, products, accessions and all proceeds of the foregoing.
(b) The grant under this Section does not constitute and is not intended to result in a creation or an assumption by any Agent or any of the foregoing Collateral including, without limitation, Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the records of the Guarantor concerning Collateral or under any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (agreement or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”)instrument relating thereto. Notwithstanding the foregoing or anything Anything herein to the contrary in this Credit Agreement or any other Loan Document notwithstanding, (i) the term “Collateral” Borrower shall not include remain liable under the Unfunded Capital Commitments of the SOX Insiders, including but not limited Contracts to the right extent set forth therein to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests perform all of its duties and obligations thereunder to the SOX Insiders, same extent as if any, unless so elected by the Guarantor in its discretionthis Agreement had not been executed, (ii) the term “Collateral” exercise by the Administrative Agent of any of its rights in the Collateral shall not include release the Borrower from any Portfolio Investment, any Portfolio Assets of its duties or any Excluded Proceeds, obligations under the Collateral and (iii) the term “Collateral” no Agent or any Secured Party shall not include have any collateral posted obligations or received in connection with the Swap Agreements, (iv) liability under the Collateral may by reason of this Agreement, nor shall any Agent or any Secured Party be subject obligated to Permitted Liensperform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(c) Notwithstanding the foregoing grant of security interest, no account, instrument, chattel paper or other obligation or property of any kind due from, owned by or belonging to a Sanctioned Target shall be Collateral.
(vd) a Each of the Borrower and the Servicer represents and warrants as to itself that each remittance of Collections by the Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition Servicer to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent or any Lender under this Agreement will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except Servicer and (ii) made in connection with any Swap Agreement, the ordinary course of business or financial affairs of the Borrower and the Servicer or as provided thereinrequired under the Basic Documents.
Appears in 4 contracts
Samples: Omnibus Amendment (Regional Management Corp.), Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)
Collateral. Subject to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, As collateral security for the benefit of each prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured PartiesObligations, the Company hereby pledges, grants, assigns, hypothecates and transfers to the Agent on behalf of the Purchasers as applicablehereinafter provided, a first priority, security interest and Xxxx in and on its interests in Lien upon all of the followingCompany’s right, title and interest in, to and under all personal property and other assets of the Company, whether now owned or hereafter acquired by or arising:
(i) any and all Unfunded Capital Commitments arising in favor of the InvestorsCompany, whether now existing or hereafter committedcoming into existence, whether owned or consigned by or to the Company, or leased from or to the Company and regardless of wherever located, except for the Excluded Collateral (all being collectively referred to herein as “Collateral”) including:
a. the Company’s direct or indirect ownership interest in the respective shares of capital stock of the Issuers and all other shares of capital stock of whatever class of the Issuers, now or hereafter owned by the Company, together with in each case the certificates evidencing the same (collectively, the “Pledged Stock”);
b. all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
c. without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Purchase Agreement or the Notes, in the event of any consolidation or merger in which any Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the “Stock Collateral”);
d. all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Company constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors Company in respect of any loans or advances for the purchase price of Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to issue Investor Capital Calls with respect theretobecome due to the Company under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Company and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively “Accounts”);
e. all instruments, chattel paper or letters of credit (iieach as defined in the Uniform Commercial Code) to of the extent Company evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called “Instruments”);
f. all inventory (as defined in the Uniform Commercial Code) of the Company and all goods obtained by the Company in exchange for such inventory (herein collectively called “Inventory”);
g. all Intellectual Property of the Company and all other accounts or general intangibles of the Company not constituting Intellectual Property or Accounts;
h. all equipment (as defined in the Uniform Commercial Code) of the Company (herein collectively called “Equipment”);
i. each contract and other agreement of the Company relating to the Unfunded Capital Commitments sale or other disposition of Inventory or Equipment;
j. all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Investors constituting Collateral Company covering, evidencing or representing Inventory or Equipment (herein collectively called “Documents”);
k. all rights, claims and benefits of the Company against any Person arising out of, relating to or in clause (i) aboveconnection with Inventory or Equipment purchased by the Company, (x) including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment;
l. all estates of the Constituent DocumentsCompany in land together with all improvements and other structures now or hereafter situated thereon, (y) the Subscription Agreements and Side Letterstogether with all rights, if anyprivileges, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including tenements, hereditaments, appurtenances, easements, including, but not limited to, in each case of clauses (x)rights and easements for access and egress and utility connections, (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors rights now or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretohereafter appurtenant thereto (“Real Estate”);
(iii) any and m. all agreements, instruments and other documents of every kind tangible or description to the extent evidencing or supporting obligations under any intangible property of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral AccountCompany, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all proceeds, products and accessions of the records of the Guarantor concerning and to any of the foregoing Collateral; excluding property of the Company described in clauses (Aa) through (l) above in this Section 3 (including, without limitation, any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) proceeds of insurance thereon), and, to the extent usedrelated to any property described in said clauses or such proceeds, pursuant to products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the terms possession or under the control of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement Company or any other Loan Document (i) computer bureau or service company from time to time acting for the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinCompany.
Appears in 3 contracts
Samples: Subsidiary Security Agreement (Irvine Sensors Corp/De/), Securities Purchase Agreement (Internet Commerce Corp), Security Agreement (Irvine Sensors Corp/De/)
Collateral. Subject to the terms The Collateral under this Security Agreement includes all of the applicable Collateral Documents, to secure the payment and performance following assets of the Obligations hereunderDebtor which are or are to be installed, pursuant attached, and/or used upon or in connection with, relate to a Collateral Account Pledgeor arise from (including without limitation the ownership and/or operation of) each Project, a Security AgreementGaming Facility Site and/or Project Facilities, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired (collectively all of the following property and similar or arising:after-acquired property under this Section 2 being hereinafter referred to as the "Collateral"):
(a) any Furnishings and Equipment (as defined in the Consulting Contract); and each of the foregoing whether now owned or hereafter at any time acquired by Debtor and wherever located, and includes all replacements, additions, parts, appurtenances, accessions, substitutions, repairs, proceeds, products, offspring, rents and profits, license rights and software attached or relating thereto or therefrom, and all documents, records, ledger sheets and files of Debtor relating thereto; together further with all proceeds of any such Collateral, including, without limitation (i) any and all Unfunded Capital Commitments of the Investors, whether whatever is now or hereafter committedreceivable or received by Debtor upon the sale, including but not limited to the right to draw down Investor Capital Contributions on exchange, collection or other disposition of any item of Collateral, whether voluntary or involuntary, whether such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
proceeds constitute equipment, intangibles, or other assets; (ii) to the extent relating to the Unfunded Capital Commitments any such items which are now or hereafter acquired by Debtor with any proceeds of the Investors constituting Collateral in clause hereunder; (iiii) aboveall warehouse receipts, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, bills of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants lading and other agreements documents of title now or hereafter covering such Investors or guarantors contained therein, any goods; and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind insurance proceeds or description to the extent evidencing or supporting obligations any payments under any indemnity, warranty or guaranty now or hereafter payable by reason of the foregoing Collateral and any and all security and other property loss or damage or otherwise with respect to such Collateral;
(iv) any item of Collateral or any proceeds thereof. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Consulting Contract and each category of Collateral Accountthat is defined under the UCC shall have the meanings set forth therein. As they are used in this Agreement, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of listed below shall have the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.following meanings:
Appears in 3 contracts
Samples: Security Agreement (Lakes Entertainment Inc), Security Agreement (Lakes Entertainment Inc), Security Agreement (Lakes Entertainment Inc)
Collateral. Subject Debtor hereby grants to Secured Party a continuing security interest in all right, title and interest of Debtor in the terms collateral now existing and hereafter arising or acquired by Debtor, regardless of where it is located, and is defined as follows (together with all proceeds and products thereof and all additions and accession thereto, replacements thereof, supporting obligations therefor, guaranties thereof, insurance or condemnation proceeds thereof, documents related thereto, all sales of accounts constituting a right to payment therefrom, all tort or other claims against third parties arising out of damage thereto or destruction thereof, all property received wholly or partly in trade or exchange thereof, all fixtures attached or appurtenant thereto, all leases thereof, and all rents, revenues, issues, profits and all proceeds arising from the applicable Collateral Documentssale, to secure the payment and performance of the Obligations hereunderlease, pursuant to a Collateral Account Pledgelicense, a Security Agreementencumbrance, collection or any other temporary or permanent disposition thereof, or any other interest therein, collectively, the related financing statements and the other related documents“Collateral”):
(a) All Accounts, the Guarantor shall grantall Accounts Receivable, all Cash Security, all Inventory, all Equipment, all General Intangibles, and shall pledge and/or assign by way of securityall Investment Property, to the Administrative Agent, for the benefit of in each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, case whether now owned or hereafter acquired or arising:received by Debtor; and
(ib) any and all Unfunded Capital Commitments of the InvestorsAll Instruments, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letterschattel paper, if anyelectronic chattel paper, securities, moneys, cash, letters of such Investors and (z) any and all guaranties credit, letter of such Investors’ obligations under the Constituent Documents and Subscription Agreements credit rights, promissory notes, warrants, dividends, distributions, commercial tort claims, contracts, agreements, contract rights or other property, owned by Debtor or in which Debtor has an interest, including but not limited to, those which are now or hereafter in each case the possession or control of clauses (x)Secured Party or in transit by mail or carrier to or in the possession of any third party acting on behalf of Secured Party, (y) without regard to whether Secured Party received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Secured Party had conditionally released the same, and (z)the proceeds thereof, any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any payment from, and all agreementsclaims against Secured Party, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any deposit accounts of Debtor with Secured Party, including all demand, time, savings, passbook or other accounts and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretodeposits therein; and
(vc) any All of the Proceeds, products, profits, and rents of Debtor’s Accounts, Accounts Receivable, Inventory, Equipment, Cash Security, Investment Property and General Intangibles and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents books and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insidersrecords, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitmentscomputer software, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except used in connection with any Swap Agreement, as provided thereinof the Collateral.
Appears in 3 contracts
Samples: Security Agreement (Energy Inc.), Security Agreement (Energy Inc.), Security Agreement (Energy Inc.)
Collateral. Subject Borrower hereby grants to Bank a security interest in all of its inventory of: _X_ New Motor Vehicles (now existing or hereafter acquired) _X_ Used Motor Vehicles (now existing or hereafter acquired) including all parts and accessories added to vehicles, now existing or hereafter acquired by Borrower, including any such goods as may be leased or held for leasing, together with any and all accounts and proceeds arising from the terms sale, lease or disposition of the applicable Collateral Documentssaid property and all returned, to secure the payment refused and performance of the Obligations hereunderrepossessed goods, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign all monies received from manufacturers by way of securitycredits, refunds or otherwise with respect to the Administrative AgentCollateral, for the benefit and all proceeds thereof (Collateral) to secure all debt of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) Borrower to Bank under any and all Unfunded Capital Commitments present and future Advances of whatever kind and further including but not limited to the Investors, whether Line and all other debt and other obligations of Borrower to Bank of any nature now existing or hereafter committedarising, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments debt arising directly between Borrower and Bank or acquired outright, conditionally or as Collateral security from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveanother by Bank, (x) the Constituent Documentsabsolute or contingent, (y) the Subscription Agreements and Side Lettersjoint or several, if anysecured or unsecured, of such Investors and (z) any and all guaranties of such Investors’ obligations due or not due, contractual or tortious, liquidated or unliquidated, arising under the Constituent Documents operation of law or otherwise, direct or indirect, whether incurred directly or as part of a partnership, association or other group, or whether incurred as principal, surety, indorser, accommodation party or otherwise. Borrower will execute and Subscription Agreements including but not limited todeliver any documents, in each case of clauses (x)instruments or agreements required by Bank to evidence debt hereunder, (y) grant, perfect and (z)preserve the security interest, any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to carry out the terms of this Agreement. The security interest herein described is also evidenced by a Security Agreement between Borrower and Bank, and in the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to event of any such account), to make payments or distributions to Investors in accordance with conflict between the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”terms thereof, except in connection with any Swap Agreement, as provided thereinthe terms hereof will apply.
Appears in 3 contracts
Samples: Floor Plan Agreement (Sonic Automotive Inc), Floor Plan Agreement (Sonic Automotive Inc), Floor Plan Agreement (Sonic Automotive Inc)
Collateral. Subject As security for the Obligations, the Debtor does hereby transfer, assign and convey to the terms Secured Party, and grant to the Secured Party a security interest in, all of the applicable Collateral Documentsits right, title and interest in, to secure and under the payment and performance of the Obligations hereunderfollowing property, pursuant to a Collateral Account Pledgewhether real, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the followingpersonal or mixed, whether now owned or hereafter acquired by the Debtor, and wherever located (hereinafter collectively called the "Collateral"):
(a) All Equipment, Inventory, materials, vehicles, supplies, fixtures, goods and other tangible personal property of the Debtor (hereinafter collectively called the "Tangible Collateral" except to the extent any lease or arising:agreement with respect thereto would be violated if they were covered by the terms of this Security Agreement or treated as Collateral under this Security Agreement);
(b) all existing and future leases and use agreements of personal property entered into by the Debtor as lessor with other Persons as lessees, including, without limitation, the right to receive and collect all rentals and other monies, including security deposits, at any time payable under such leases and agreements;
(c) any existing and future leases and use agreements of personal property entered into by the Debtor as lessee with other Persons as lessor, including, without limitation, the leasehold interest of the Debtor in such property, and all options to purchase such property or to extend any such lease or agreement, except any such leases or agreements which would be violated if they were covered by the terms of this Security Agreement or treated as Collateral for the purposes of this Security Agreement;
(d) any and all accessions and additions now or hereafter made or added to any of the property described in subparagraphs (a) through (c) above, any substitutions and replacements therefor, and all attachments and improvements now or hereafter placed upon or used in connection therewith, or any part thereof;
(e) all Accounts of the Debtor;
(f) all General Intangibles of the Debtor and any agreements constituting part of General Intangibles except such agreements which would be violated if they were covered by the terms of this Security Agreement or treated as Collateral for the purposes of this Security Agreement;
(g) all Deposit Accounts and all monies of the Debtor and all bank accounts in which such monies may at any time be held and all investments or securities in which such monies may at any time be invested and all certificates, instruments and documents from time to time representing or evidencing any such monies;
(h) all interest, dividends, proceeds, products, rents, royalties, issues and profits of any of the Collateral described in subparagraphs (a) through (g) above and all notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Secured Party for or on behalf of the Debtor in substitution for or in addition to any or all of said property;
(i) any all books, documents and all Unfunded Capital Commitments of the Investors, records (whether now on computer or hereafter committed, including but not limited otherwise) related to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
items described in subparagraphs (iva) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretothrough (h) above; and
(vj) any all products and all proceeds of any of the foregoing items described in subparagraphs (a) through (i) above. No submission by the Debtor to the Secured Party of a schedule or other particular identification of Collateral includingshall be necessary to vest in the Secured Party security title to and a security interest in each and every item of Collateral of the Debtor now existing or hereafter created and acquired, but rather such title and security interest shall vest in the Secured Party immediately upon the creation or acquisition of any item of Collateral hereafter created or acquired, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or necessity for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected further action by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets Debtor or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and by the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinParty.
Appears in 3 contracts
Samples: Security Agreement (Windswept Environmental Group Inc), Security Agreement (Windswept Environmental Group Inc), Security Agreement (Windswept Environmental Group Inc)
Collateral. Subject In addition to, and not in substitution for, any Property delivered, conveyed, transferred or assigned to you under any Loan Document as security for any or all of Applicant’s obligations and liabilities to you at any time existing under or in connection with any L/C Document or any Loan Document, Applicant grants to you a security interest in and to the terms following Collateral, whether or not any such Collateral is in your possession or control or the possession or control of the applicable Collateral Documentsyour agents or correspondents or in transit to, or set apart for, you or your agents or correspondents, until such time as all Applicant’s obligations and liabilities to secure the payment you at any time existing under or in connection with each L/C Document and performance of the Obligations hereundereach Loan Document have been fully paid and discharged, pursuant to a Collateral Account Pledgeall as security for such obligations and liabilities, a Security Agreement(a) all Applicant’s property, the related financing statements claims, demands, right, title and the other related documents, the Guarantor shall grant, interest in and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit balance of each of the Secured PartiesApplicant’s deposit accounts with you now or at any time hereafter existing, as applicableand all evidences of such deposit accounts, a first priority(b) all Property belonging to Applicant or in which it may have an interest, security interest and Xxxx now or at any time hereafter delivered, conveyed, transferred, assigned, pledged or paid to you or your agents or correspondents in and on its interests in the followingany manner whatsoever, whether now owned as security or hereafter acquired for safekeeping or arising:
(i) any and all Unfunded Capital Commitments of the Investorsotherwise, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (items received for collection or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreementtransmission, and (B) the proceeds of such withdrawn funds (the items items, whether or not such Property is in (A) whole or in part released to Applicant on trust or bailee receipt or otherwise, and (B)c) where Applicant is more than one person or entity, collectively “Excluded Proceeds”)all right, title and interest of each of Applicants in and to all the Property which any of Applicants may now or hereafter obtain as security for the obligations of any one or more of Applicants to one or more of the others of Applicants arising under or in connection with the transaction to which any Credit relates. Notwithstanding the foregoing Further, in addition to, and not in substitution for, any Property delivered, conveyed, transferred or anything assigned to the contrary you under any Loan Document as security for any or all of Applicant’s obligations and liabilities to you at any time existing under or in this Credit Agreement connection with any L/C Document or any other Loan Document Document, Applicant agrees to deliver, convey, transfer and assign to you on demand, as security, Property of a value and character satisfactory to you, (i) if you at any time feel insecure about Applicant’s ability or willingness to repay any amounts which you have paid or may pay in the term “Collateral” shall not include future on any Demand or in honoring any other of your obligations under or in connection with any Credit, or (ii) without limiting the Unfunded Capital Commitments generality of the SOX Insidersforegoing, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitmentsif any temporary or permanent restraining order, preliminary or permanent injunction, or any other interests of the SOX Insiderspretrial or permanent injunctive or similar relief is obtained restraining, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investmentprohibiting or enjoining you, any Portfolio Assets of your correspondents, or any Excluded Proceedsadvising, (iii) the term “Collateral” shall not include confirming, negotiating, paying or other bank from paying or negotiating any collateral posted Demand or received honoring any other obligation under or in connection with any Credit. Applicant agrees that the Swap Agreementsreceipt by you or any of your agents or correspondents at any time of any kind of security, including, without limitation, cash, shall not be deemed a waiver of any of your rights or powers under this Agreement. Applicant agrees to sign and deliver to you on demand, all such deeds of trust, security agreements, financing statements and other documents as you shall at any time request which are necessary or desirable (ivin your sole opinion) to grant to you an effective and perfected security interest in and to any or all of the Collateral. Applicant agrees to pay all filing and recording fees related to the perfection of any security interest granted to you in accordance with this Section. Applicant hereby agrees that any or all of the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” held and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, disposed of as provided thereinin this Agreement by you. Upon any transfer, sale, delivery, surrender or endorsement of any Document or Property which is or was part of the Collateral, Applicant will indemnify and hold you and your agents and correspondents harmless from and against each and every claim, demand, action or suit which may arise against you or any of your agents or correspondents by reason of such transfer, sale, delivery, surrender or endorsement.
Appears in 3 contracts
Samples: Standby Letter of Credit Agreement, Standby Letter of Credit Agreement (Phoenix Footwear Group Inc), Standby Letter of Credit Agreement (Barrett Business Services Inc)
Collateral. Subject to As collateral security for the terms prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the applicable Collateral DocumentsObligations, to secure the payment each Obligor hereby mortgages, charges, pledges, assigns and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, grants to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest in all of such Obligor’s right, title and Xxxx in and on its interests interest in the followingfollowing property, whether now owned by such Obligor or hereafter acquired and whether now existing or arising:hereafter coming into existence, and wherever located (all being collectively referred to herein as “Collateral”):
(ia) any the Equity Interests of the Issuers identified in Part A of Annex 1 hereto under the name of such Obligor and all Unfunded Capital Commitments other Equity Interests of the Investorsany class of any Issuer, whether now or hereafter committedowned by such Obligor, including but not limited to together with in each case the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to certificates evidencing the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited tosame, in each case of clauses excluding any Excluded Equity Interests (xcollectively, the “Pledged Equity Interests”), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iiib) any the Equity Interests of the Issuers that are Foreign Subsidiaries or Foreign Holding Companies identified in Part B of Annex 1 hereto under the name of such Obligor, and all agreementsother Equity Interests of any class of any Issuer that is a Foreign Subsidiary or a Foreign Holding Company, instruments and other documents now or hereafter owned by such Obligor, together with in each case, if applicable, any certificates evidencing the same, in each case excluding any Excluded Equity Interests (the “Pledged Foreign Equity Interests”, respectively, and, together with the Pledged Equity Interests, collectively the “Pledged Interests”);
(c) all shares, securities, moneys or property representing a dividend or distribution of every kind or description to the extent evidencing or supporting obligations under profits on any of the foregoing Collateral Pledged Interests, or representing a distribution or return of capital upon or in respect of the Pledged Interests, or resulting from a split up, revision, reclassification or other like change of the Pledged Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Interests, in each case subject to the limitation set forth in the proviso below (the Pledged Equity Interests and Pledged Foreign Equity Interests, collectively together with all security other certificates, shares, interests, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and other property with respect to such this clause (c) being herein collectively called the “Equity Collateral” );
(ivd) each all Intercompany Notes (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company;
(e) the balance from time to time in the Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(vf) any and all proceeds of any of the foregoing Collateral property of such Obligor described in the preceding clauses (a) through (e) of this Section 3 (including, without limitation, all causes of the records action, claims and warranties now or hereafter held by any Obligor in respect of the Guarantor concerning any of the foregoing Collateral; excluding (Aitems listed above) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) and, to the extent usedrelated to any property described in such clauses or such proceeds, pursuant all books, correspondence, credit files, records, invoices and other papers; provided that, in no event shall the Collateral include any Excluded Equity Interests or Excluded Intercompany Notes. In addition to the foregoing, the parties acknowledge that certain of the Equity Collateral may also be subject to a Foreign Pledge Agreement. In the event of any conflict between this Agreement and the terms of any Foreign Pledge Agreement with respect to the Guarantor’s Governing DocumentsEquity Collateral subject to such Foreign Pledge Agreement, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything Foreign Pledge Agreement shall control with respect to the contrary in this Credit Agreement or any other Loan Document (i) the term “such Equity Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 3 contracts
Samples: Restatement Agreement (Constellation Brands, Inc.), Restatement Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.)
Collateral. Subject 4.1 In consideration of FSL granting or continuing to make available the Margin Facilities to the terms Customer, the Customer, as beneficial owner hereby charges, assigns and releases to FSL the following assets of the applicable Collateral Documents, Customer (as Collateral) as continuing security for the punctual payment to secure FSL on the payment respective due dates of all amounts outstanding under the Margin Facilities and all other moneys and sums due or owing from the Customer to FSL from time to time pursuant to this Agreement and for the performance of all the Obligations hereunder, obligations of the Customer to FSL from time to time pursuant to a Collateral Account Pledgethis Agreement:-
(a) all the Customer's rights, a Security Agreementtitle and interest in and to the Securities which shall at any time hereafter and from time to time be purchased or held by FSL or its nominee for or on account of the Customer pursuant to this Agreement and any Securities deposited with FSL whether pursuant to Clause 5.1 of this Section II or otherwise, together with all dividends or interest paid or payable after the related financing statements date hereof on or in respect of any of such Securities and the other related documents, the Guarantor shall grant, and shall pledge and/or assign all accretions thereto by way of securitybonus, distributions, options, rights or otherwise howsoever accruing or offered at any time hereafter (together the "Charged Securities"); and
(b) all and any funds standing to the Administrative Agent, credit of the Margin Account and all funds held by FSL for or on account of the Customer from time to time.
4.2 FSL is hereby irrevocably authorized to hold the Charged Securities in its own name or in the name of its nominee or be deposited in a safe custody in a designated account with its bankers or with any other institution which provides facilities for the benefit safe custody of each documents. In the case of Securities in Hong Kong, such institution shall be acceptable to the SFC as a provider of safe custody services and the Customer hereby irrevocably authorises FSL to do and execute any and all acts or things and documents necessary to transfer, complete and/or vest title to all of the Secured PartiesCharged Securities to it or its nominee and to do all such things and execute all such documents as it may reasonably require in order to perfect the security given hereunder.
4.3 The security given by the Customer hereunder shall be in addition to and may be enforced by FSL without prejudice to any other guarantee, as applicablepledge, lien, indemnity, assurance, mortgage, charge, debenture or collateral security or other power, right or remedy now or at any time hereafter held or available to FSL in respect of the Margin Facilities or the obligations of the Customer hereunder and shall be a first prioritycontinuing security notwithstanding the death, security bankruptcy, liquidation, winding-up, insolvency, incapacity or any change in the constitution of the Customer or any intermediate or partial payment or settlement of account or satisfaction of the whole or any part of the amounts outstanding under the Margin Facilities or any obligations of the Customer under this Agreement.
4.4 The Customer hereby irrevocably undertakes to FSL that all the Customer's rights, title and interest and Xxxx in and to the Collateral will at all relevant times constitute the legal and unencumbered property of the Customer free from any trust, lien, charge, mortgage, pledge or other encumbrance (save as created or required hereunder). The Customer shall provide FSL with signed transfers or other instruments necessary for FSL to exercise its rights under this Agreement.
4.5 All dividends, interests, income, payments or other distributions received by FSL in respect of the Charged Securities will be credited to the Margin Account on its interests in receipt by FSL.
(a) The Customer hereby represents and warrants to FSL that during the following, whether now owned or hereafter acquired or arisingcontinuance of the Charge:
(i) any the Customer has and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited will maintain unencumbered and absolute title to the right Charged Securities (subject only to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretothe Charge);
(ii) the Charge constitutes and will continue to constitute the extent relating to the Unfunded Capital Commitments valid and legally binding obligations of the Investors constituting Collateral Customer enforceable in clause accordance with its terms.
(b) The Customer hereby undertakes and agrees that during the continuance of the Charge, the Customer shall:
(i) abovenot mortgage, charge, pledge or otherwise encumber or assign, transfer or otherwise deal with or grant or suffer to arise any third party rights over or against the whole or any part of the Collateral or purport so to do ranking in priority to or pari passu with the Charge, except in FSL's favour;
(xii) deposit with FSL or to its order, at such place as FSL may from time to time direct, all certificates, instruments and evidence of title to the Constituent DocumentsCharged Securities, (y) the Subscription Agreements and Side Letterstogether, if anywhere appropriate, with all such necessary forms of such Investors and (z) any and all guaranties transfer or other instructions, duly executed in favour of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited toFSL, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights as FSL may from time to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretotime require;
(iii) at any time and all agreementsfrom time to time, instruments execute and deliver such further assignments, charges, authorities and other documents of every kind as FSL may from time to time require for perfecting its title to or description for vesting or enabling FSL to vest the extent evidencing or supporting obligations under any full benefit of the foregoing Collateral and any and all security in its favour, which assignments, charges, authorities and other property with respect to documents shall be prepared by FSL or on its behalf, at the cost of the Customer, and shall contain such Collateral;provisions for FSL's benefit as FSL may reasonably require, for which purposes the Customer hereby irrevocably appoints FSL as the Customer's lawful attorney; and
(iv) each Collateral Accountobtain and maintain in full force and effect all governmental and other approvals, including but not limited to any authorities, licenses and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received consents required in connection with the Swap Agreements, (iv) Charge and to do or cause to be done all other acts and things necessary or desirable for the Collateral may be subject performance of all the obligations of the Customer pursuant to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap this Agreement, as provided therein.
Appears in 3 contracts
Samples: Client Trading Agreement, Client Trading Agreement, Client Trading Agreement
Collateral. Subject All present and hereafter acquired property of Company wherever located and however described and whether or not constituting a fixture (including, without limitation, any and all present and future property), together, in each case, with all proceeds thereof, including without limitation all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-insurance receivables and credit card receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the terms payment of money, insurance claims and proceeds, money, patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, trade names, other names, software, and all general intangibles (including all payment intangibles); together with all goodwill related to the foregoing property and all rights, liens, security interests and other interests which Company may at any time have by law or agreement against any account debtor, issuer or obligor obligated to make any such payment or against any of the applicable Collateral Documentsproperty of such account debtor, to secure the payment and performance of the Obligations hereunderissuer, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grantor obligor, and shall pledge and/or assign by way of security, all other supporting obligations relating to the Administrative Agentforegoing, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the followingwhether now existing or hereafter arising, whether now owned or hereafter acquired or arising:
(i) any acquired; and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors products and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any proceeds of the foregoing Collateral property, including without limitation all accounts, instruments, chattel paper, investment property, letter-of-credit rights, letters-of-credit, other rights to payment, documents, deposit accounts, money, insurance proceeds and any general intangibles related to the foregoing property, and all security refunds of insurance premiums due or to become due under all insurance policies covering the foregoing property, all whether now owned or hereafter acquired, and other property wherever located, together with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”)foregoing. Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein[ALL REGISTERED INTELLECTUAL PROPERTY SHOULD BE SPECIFICALLY IDENTIFIED BELOW. FAILURE TO SO LIST REGISTERED INTELLECTUAL PROPERTY DOES NOT EXCLUDE IT FROM COLLATERAL.]
Appears in 3 contracts
Samples: Loan and Security Agreement (Red Cat Holdings, Inc.), Revenue Loan and Security Agreement (Splash Beverage Group, Inc.), Revenue Loan and Security Agreement (NowRx, Inc.)
Collateral. Subject to the terms of the applicable Collateral Documents, to To secure the full and complete payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security AgreementObligations, the related financing statements Borrower, Holdings and the other related documents, the Guarantor shall grantOperating Subsidiaries will (as applicable), and shall pledge and/or assign by way will cause each of securitythe Loan Parties (as applicable) to, grant to the Administrative Agent, Agent for the benefit of each the Administrative Agent and the Lenders a perfected, first priority Lien on all of the Secured Partiesits right, as applicable, a first priority, security title and interest and Xxxx in and on its interests in to the followingCollateral, whether now owned or hereafter acquired or arisingacquired, pursuant to the Security Documents, including, without limitation, the following:
(ia) any and all Unfunded Capital Commitments Stock of the InvestorsBorrower and the Subsidiaries of Holdings and the Borrower owned by Holdings, whether now the Borrower or hereafter committedany Subsidiary of Holdings or the Borrower, including but not limited to the right to draw down Investor other than Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretoStock of Unrestricted Subsidiaries of Holdings;
(iib) to the extent relating to the Unfunded Capital Commitments all of the Investors constituting Collateral Property (as such Property is more specifically described in clause (i) abovethe Security Documents), (x) the Constituent Documents, (y) the Subscription Agreements including tangible and Side Letters, if anyintangible property and real and personal property, of such Investors Holdings and (z) any the Borrower and all guaranties each Subsidiary of such Investors’ obligations under Holdings or the Constituent Documents and Subscription Agreements including but not limited toBorrower, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any than Property of the foregoing Collateral and any and all security and other property with respect to such Collateral;
Unrestricted Subsidiaries of Holdings, including, without limitation, the following: Investments (iv) each Collateral Accountincluding certificates of deposit); accounts; inventory (including, without limitation, work in process); equipment; deposit accounts (including but not limited to any and all funds and financial assets on deposit therein or credited theretocash collateral accounts); and
brokerage accounts; instruments; Borrower-Owned Operating Assets; the Sprint Agreements; contract rights (v) any and all proceeds of any of the foregoing Collateral including, without limitation, all contracts relating to the construction or operation of the records Service Area Network, including rights of way, easements, leases and all related contracts, and all consents and waivers necessary or appropriate from all parties to such contracts, including, without limitation, all consents and waivers necessary or appropriate to permit the collateral assignment of or security interest granted in such contracts); customer deposits in connection with purchase orders; general intangibles; real Property and interests therein (if and to the extent required pursuant to Section 5.4); instruments; chattel paper; Permits; Intellectual Property; and intercompany Debt (including, without limitation, Debt of the Guarantor concerning Borrower or any of its Subsidiaries owed to or held by Holdings); provided, however, that Holdings shall not be required to grant to the Administrative Agent a security interest in the proceeds of the issuance of the Holdings Senior Notes; and
(c) all cash and non-cash proceeds and products of any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinforegoing.
Appears in 2 contracts
Samples: Credit Agreement (Alamosa PCS Holdings Inc), Credit Agreement (Alamosa PCS Holdings Inc)
Collateral. Subject to For the terms purposes of this Agreement, all of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether following property now owned or at any time hereafter acquired by a Grantor or arisingin which a Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “Collateral”:
(a) all Accounts;
(b) all Chattel Paper;
(c) all Deposit Accounts;
(d) all Documents;
(e) all Equipment;
(f) all General Intangibles;
(g) all Instruments;
(h) all Intellectual Property, other than intent-to-use applications until such applications mature into registered trademarks;
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretoInventory;
(iij) all Investment Property;
(k) all Letter-of-Credit Rights;
(l) all Vehicles;
(m) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate or of which the Collateral Agent is notified pursuant to Section 4.10;
(n) to the extent relating determined to be the Unfunded Capital Commitments property of any Grantor, the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any Escrow Account and all guaranties of such Investors’ obligations under interests in items in the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoEscrow Account;
(iiio) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such CollateralSupporting Obligations;
(ivp) each all books and records pertaining to the other property described in this Section 2.1;
(q) all property of any Grantor held by the Collateral AccountAgent (including in its capacity as Escrow Agent under the Escrow Agreement) or any other Secured Party, including but not limited all property of every description, in the possession or custody of or in transit to the Collateral Agent or such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power;
(r) all other Goods and all funds personal property of such Grantor, whether tangible or intangible and financial assets on deposit therein or credited theretowherever located; and
(vs) any and to the extent not otherwise included, all proceeds Proceeds of any of the foregoing Collateral includingforegoing; provided, without limitationhowever, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term that “Collateral” shall not include any Portfolio InvestmentExcluded Property and (ii) that if and when any property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date of the Original Security Agreement to constitute Collateral. In addition, notwithstanding any Portfolio Assets of the other provisions set forth in this Article II or anything else contained in this Agreement or any Excluded Proceedsother Loan Document, the amount of all Secured Obligations secured by the Limited Entities’ assets shall not at any time in the aggregate exceed the lesser of (i) $200,000,000 and (ii) 90% of the excess, as reflected on the Limited Entities’ most recent audited financial statements as of the date of determination of the Limited Entities’ liabilities hereunder, of the Limited Entities’ total assets (including any note receivable from an affiliate, but only to the extent that a demand on such note receivable has been made and has been satisfied since the date of the Limited Entities’ most recent audited financial statements) over the Limited Entities’ total liabilities. Notwithstanding anything herein or in any other Loan Document to the contrary, it is hereby acknowledged and agreed that (a) the perfection and priority of the security interests granted by the Limited Entities, (iiib) the term “Collateral” shall not include delivery of any collateral posted or received in connection with Collateral by the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition Limited Entities to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions Agent and (vic) if it would result in an impairment of surplus of the Administrative Agent Limited Entities to the extent that the surplus is less than the amount prescribed by the Vermont Commissioner pursuant to Section 6004(b) of Title 8 of the Vermont Statutes Annotated, the enforcement of rights and remedies of the Secured Parties shall not have any Lien on any property that is not “Collateral”are, except in connection with any Swap Agreementeach case, as provided thereinsubject to the prior consent of the Vermont Commissioner.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Wendy's/Arby's Group, Inc.), Pledge and Security Agreement (Wendy's/Arby's Group, Inc.)
Collateral. Subject Each Grantor hereby pledges, collaterally assigns and transfers to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grantAgent, and shall pledge and/or assign by way of security, hereby grants to the Administrative Collateral Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in in, all of the following, whether now owned or at any time hereafter acquired by such Grantor or arisingin which such Grantor now has or at any time in the future may acquire any right, title or interest, wherever located (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Secured Obligations:
(a) all Accounts and accounts receivable;
(b) all Chattel Paper;
(c) all Commercial Tort Claims, including without limitation those listed on Schedule 4 or described in any notice sent pursuant to Section 4.08;
(d) all Commodity Accounts, Deposit Accounts and Securities Accounts;
(e) all Contracts, including, but not limited to each swap contract to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”) and Contract Rights;
(f) all Documents;
(g) all Equipment;
(h) all Financial Assets;
(i) any all Fixtures;
(j) all General Intangibles (including franchise rights);
(k) all Goods;
(l) all Instruments;
(m) all Intellectual Property, Copyright Licenses, Patent Licenses and Trademark Licenses;
(n) all Inventory;
(o) all Investment Property (including, for the avoidance of doubt, all Equity Interests, interest in the limited liability company, or membership interests of each Issuer owned by such Grantor, all of such Grantor’s right to participate in the management of the business and affairs of each such Issuer or otherwise control each such Issuer, and all Unfunded Capital Commitments of the Investorssuch Grantor’s rights as a shareholder or member of each such Issuer);
(p) all Letters of Credit, whether Letter-of-Credit Rights and Payment Intangibles;
(q) all money, cash and Cash Equivalents;
(r) all distributions, monies, fees, payments, compensations and proceeds now or hereafter committed, including but not limited becoming due and payable with respect to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors Pledged Stock and to issue Investor Capital Calls with respect theretothe Pledged Debt, whether payable as profits, distributions, asset distributions, repayment of loans or capital or otherwise;
(iis) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral all other property not otherwise described above (except for any property specifically excluded from any other clause in clause (i) abovethis section, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoproperty specifically excluded from any defined term used in any clause of this section);
(iiit) all insurance payments, proceeds, refunds, and premium rebates (including, without limitation, with respect to fire and credit insurance), whether or not any of such payments, proceeds, refunds, and all agreements, instruments and other documents premium rebates arise out of every kind or description to the extent evidencing or supporting obligations under any of the foregoing and whether or not the Collateral and any Agent is the lender loss payee or loss payee thereof, and all security other payments, proceeds, refunds and other property premium rebates with respect to such any indemnity, warranty or guaranty by reason of loss or damage to or otherwise with respect to the Collateral;
(ivu) each all books, records, and information pertaining to the Collateral Accountand/or to the operation of any Grantor’s business, including but not limited to any and all funds rights of access to such books, records, and financial assets on deposit therein or credited theretoinformation; and
(v) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of, and all income, royalties and other payments now or hereafter due and payable with respect to, any and all proceeds of the foregoing and all collateral security, liens, guarantees, rights, remedies and privileges given by any Person with respect to any of the foregoing foregoing. The Collateral includingAgent is further authorized, without limitationand each Grantor hereby grants the Collateral Agent with all rights, all to file with the United States Patent and Trademark Office, the United States Copyright Office, and any applicable foreign intellectual property office (subject to the limitations set forth in Section 6.12 of the records Credit Agreement), a Copyright Security Agreement, Patent Security Agreement, and Trademark Security Agreement, substantially in the forms attached hereto as Exhibit A, Exhibit B, and Exhibit C, respectively, and such other documents as may reasonably be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Guarantor concerning security interest granted by each Grantor in such Grantor’s Patents, Trademarks and Copyrights, and naming such Grantor or the Grantors as debtors and the Collateral Agent as secured party, and, where required, executed by such Grantor or Grantors. Notwithstanding any of the foregoing Collateralforegoing, no Lien or security interest is hereby granted on any Excluded Asset; excluding (A) provided, further, that if and when any funds properly withdrawn from property shall cease to be an Excluded Asset, a Collateral Account (or that could Lien on and security interest in such property shall be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms deemed granted therein. Each of the Guarantor’s Governing Documents, Grantors agree to purchase Portfolio Investments (other than Permitted Investments deposited cooperate in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or execution of applicable Security Agreements for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinceases to be an Excluded Asset.
Appears in 2 contracts
Samples: Reaffirmation Agreement and Omnibus Amendment Agreement (New Beginnings Acquisition Corp.), Credit Agreement (New Beginnings Acquisition Corp.)
Collateral. Subject The Collateral shall consist of all now existing and hereafter arising right, title and interest of Borrower in, under and to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(ia) All securities of InterDent, Inc., a Delaware corporation ("COMPANY") described on SCHEDULE 1 attached hereto (collectively, the "PLEDGED STOCK"), now owned by Borrower, together with all new, substituted and additional securities at any and all Unfunded Capital Commitments time issued with respect to any of the Investorsabove (all of the above collectively and severally, whether the "PLEDGED COLLATERAL");
(b) All now or existing and hereafter committed, including but not limited to arising rights of the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls holder of Pledged Collateral with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, and all of rights to cash and non-cash dividends on account thereof (but excluding voting rights);
(c) All custodian, depositary, investment and other accounts now or hereafter maintained with any Person in which the records of the Guarantor concerning Pledged Collateral may at any time be held; and
(d) All proceeds of the foregoing Collateral; excluding (A) any funds properly withdrawn from a . For purposes of this Pledge Agreement, the term "proceeds" includes whatever is receivable or received when Collateral Account (or that could be withdrawn pursuant proceeds is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to the Credit Agreement if deposited or credited to a Collateral Account) to the extent usedpayment, pursuant to the terms of the Guarantor’s Governing Documentsincluding return premiums, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited with respect to any such account), insurance relating thereto. Secured Party shall have sole and absolute discretion in (i) determining whether to make payments accept as Collateral hereunder any item intended to be pledged or distributions to Investors included in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit AgreementCollateral hereunder by Borrower, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) in the term “Collateral” event such item shall not include any Portfolio Investmentbe accepted as Collateral hereunder, any Portfolio Assets or any Excluded Proceedsrequiring Borrower to furnish evidence that Secured Party shall have a first priority, (iii) the term “Collateral” shall not include any collateral posted or received perfected security in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinitem.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Interdent Inc), Pledge and Security Agreement (Interdent Inc)
Collateral. Subject to the terms of the applicable Collateral DocumentsFor good and valuable consideration, and to secure the full payment and other performance of the Obligations hereunderSecured Obligations, Debtor hereby grants to Secured Party, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each Article 9 of the Secured Parties, as applicableArizona Uniform Commercial Code (“UCC”), a first priority, priority security interest (“Security Interest”) in all of the assets that Debtor owns or to which Debtor otherwise has any right, title or interest, and Xxxx in and on its interests in the followingall additional assets with respect to which Debtor hereafter may acquire any right, title or interest, whether now owned present, future or hereafter acquired or arising:
(i) contingent, and in any and all Unfunded Capital Commitments of the InvestorsSecured Party’s expectancy to acquire any such property, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, the following named asset classes (all such present or future property of the records Debtor being referred to herein as “Collateral”):
(a) All accounts, contract rights, rights to payment, documents of the Guarantor concerning any title, deposit accounts, certificates of the foregoing Collateral; excluding deposit, investment property, intellectual property, patents, trademarks, copyrights, licenses, general intangibles, instruments, documents and chattel paper (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent usedincluding all accounts receivable, pursuant to the terms of the Guarantor’s Governing Documentsnotes, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such accountdrafts, lease agreements and security agreements), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insidersall goods, if any, unless so elected represented thereby, whether now existing or hereafter acquired or created from time to time;
(b) All inventory now owned or hereafter acquired, including all goods held for sale or lease in Debtor’s business, as now or hereafter conducted, and all materials, work in process and finished goods used or to be consumed in Debtor’s business (whether or not represented by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets warehouse receipts or bills of lading or any Excluded Proceedsother document or instrument, and whether or not placed in transit or delivered to a public warehouse);
(iiic) All equipment now owned or hereafter acquired, including all furniture, fixtures, furnishings, vehicles (whether titled or non-titled), machinery, materials and supplies, wherever located, together with all parts, accessories, attachments, additions thereto and replacements therefor;
(d) All negotiable and nonnegotiable documents of title;
(e) All monies, securities, stocks, bonds, instruments, documents and chattel paper now held by or hereafter delivered to Secured Party, together with all property rights and security interests evidenced thereby, all increases thereof (including, without limitation, stock dividends), all profits therefrom and all transformations thereof;
(f) All tax refund claims, all policies and certificates of insurance covering any of the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liensall contracts, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or rights of indemnification, guaranty or surety relating to any of the Collateral, and all claims, awards, loss payments, proceeds and premium refunds that may become payable with respect to any such policies, certificates, contracts, agreements or rights;
(g) All ledger cards, invoices, delivery receipts, worksheets, books of accounts, statements, correspondence, customer lists, files, journals, data, ledgers and records in any form, written or otherwise, including any computer readable memory and any computer hardware or software necessary to utilize, create, maintain and process such memory related to any of the Collateral;
(h) All trademarks, tradenames, copyrights, patents, service marks, logos, insignia and other restrictions and distinctive marks or names;
(vii) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except All claims for loss or damage to or in connection with any Swap Agreementof the Collateral, as provided thereinall other claims in any form for the payment of money, including tort claims, and all rights with respect to such claims and all proceeds thereof;
(j) All Debtor’s rights to any insurance policies or proceeds paid from insurance policies on Debtor’s assets, including all insured inventory;
(k) All attachments, accessions, tools, parts, supplies, increases and additions to and replacements, extensions, renewals, modifications of and substitutions for any of the Collateral;
(l) All products and proceeds of the Collateral, in any form, including all proceeds received, due or to become due from any sale, lease exchange or other disposition of any of the Collateral, whether such proceeds are cash or noncash in nature or are represented by checks, drafts, notes or other instruments for the payment of money; and
(m) All other things of value that Debtor has or holds or to which, in the future, Debtor has or claims any right, title or interest.
Appears in 2 contracts
Samples: Security Agreement (Skye International, Inc), Security Agreement (Skye International, Inc)
Collateral. Subject As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise), of its Secured Obligations, each Obligor hereby pledges and grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, Agent for the benefit of each of the Secured Parties, Parties as applicable, hereinafter provided a first priority, security interest in all of such Obligor’s right, title and Xxxx in interest in, to and on its interests in under all of such Obligor’s personal property and assets, including the following, in each case whether tangible or intangible, wherever located, and whether now owned by such Obligor or hereafter acquired and whether now existing or arising:hereafter coming into existence (all of the property described in this Section 4, other than the property excluded pursuant to the proviso to this Section 4, being collectively referred to herein as “Collateral”):
(ia) any all Accounts, all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Unfunded Capital Commitments Security Entitlements with respect thereto and Financial Assets carried therein, all Commodity Accounts and Commodity Contracts, and, for the avoidance of doubt, all of such Obligor’s interest in the limited liability company or membership interests of each Subsidiary owned by such Obligor, all of such Obligor’s right to participate in the management of the Investorsbusiness and affairs of each such issuer or otherwise control each such Subsidiary, whether now or hereafter committedand all of such Obligor’s rights as a member of each such Subsidiary), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors Inventory and to issue Investor Capital Calls with respect theretoEquipment), and all Commercial Tort Claims;
(iib) to the extent relating related to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveany Collateral, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoSupporting Obligations;
(iiic) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under related to any of the foregoing Collateral and any and Collateral, all security books, correspondence, credit files, records, invoices and other property with respect papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretoObligor); and
(vd) any and all proceeds Proceeds of any of the foregoing Collateral includingCollateral. PROVIDED, without limitationHOWEVER, all that in no event shall the security interest granted under this Section 4 attach to (and there shall be excluded from the definition of the records of the Guarantor concerning any of the foregoing “Collateral; excluding ”) (A) any funds properly withdrawn from contract, property rights, obligation, instrument or agreement to which an Obligor is a Collateral Account party (or that could be withdrawn pursuant to any of its rights or interests thereunder) if the Credit Agreement if deposited grant of such security interest would constitute or credited to result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) a Collateral Account) to the extent used, breach or termination pursuant to the terms of the Guarantor’s Governing Documentsof, to purchase Portfolio Investments or a default under, any such contract, property rights, obligation, instrument or agreement (other than Permitted Investments deposited in or credited to the extent that any such accountterms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) any Excluded Assets, and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or notwithstanding anything to the contrary provided in this Credit Agreement or any other Loan Document (i) Agreement, the term “Collateral” shall not include include, and the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts Obligors shall not be subject deemed to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have granted a security interest in, any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinExcluded Assets.
Appears in 2 contracts
Samples: Guarantee, Pledge and Security Agreement (Barings Capital Investment Corp), Guarantee, Pledge and Security Agreement (Barings BDC, Inc.)
Collateral. Subject Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 3.01 or 4.01 hereof attach to the following (collectively, the “Excluded Assets”) (a) any lease, license, General Intangible, contract or agreement to which any Grantor is a party or any of its rights or interests thereunder to the extent that (and for as long as) (i) such lease, license, General Intangible, contract or agreement, or assets subject thereto, are not assignable or capable of being encumbered as a matter of law or under the terms of the lease, license, franchise, charter, authorization, General Intangible, contract or agreement applicable Collateral Documentsthereto (but solely to the extent that any such restriction shall be enforceable under applicable law, to secure the payment and performance including Sections 9-406, 9-407, 9-408 or 9-409 of the Obligations New York UCC, in respect of the grant of a security interest hereunder), without the consent of the licensor or lessor thereof, or Governmental Authority, or other applicable party thereto and (ii) such consent has not been obtained; (b) any intent-to-use application for a Trademark 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 for a Trademark under federal law, (c) any vehicle or other assets owned by any Grantor that is subject to a certificate of title, (d) in the case of voting Equity Interests of a Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower which is treated as a Foreign Subsidiary of the Borrower for United States federal income purposes, more than 66% of such voting Equity Interests, (e) any Equity Interests in joint ventures or any non-wholly owned Subsidiaries, but only to the extent that any applicable organizational documents, joint venture agreements, shareholder agreements or other agreements with other equity holders do not permit or otherwise restrict the pledge of such Equity Interest, (f) assets that are subject to or secured by Liens (i) permitted by Section 6.02(d), (g) or (m) of the Credit Agreement, (ii) permitted by Section 6.02(s) of the Credit Agreement securing Indebtedness described in Section 6.01(m)(i) of the Credit Agreement (but only to the extent that (x) the documentation pursuant to which such Liens were granted prohibits the granting of a Lien hereunder, (y) such documentation and Liens were in effect prior to such acquisition and (z) such Liens were not incurred, and such documentation was not entered into, by a Grantor in anticipation of such acquisition) of the Credit Agreement, or (iii) securing a purchase money obligation or Capital Lease Obligations permitted to be incurred pursuant to a Collateral Account Pledge, a Security the provisions of the Credit Agreement, in each case to the related financing statements extent the documentation relating to such Lien prohibits, or requires any consent for, any other Lien on such asset, (g) any governmental licenses or state or local franchises, charters and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of securityauthorizations, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, extent security interest and Xxxx in and on its interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby, (h) any Letter-Of- Credit Rights to the followingextent perfection of a Lien in such Letter-Of-Credit Rights cannot be obtained by filing financing statements, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls Commercial Tort Claims with respect thereto;
(ii) to the extent relating which notice is not required to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations be delivered under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (xSection 4.04(f), (yj) any fee owned real property with a fair market value of less than $5,000,000 on the date of acquisition (or on the date of substantial completion of any material improvement thereon or new construction thereof) and all real property leasehold interests, (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iiik) any and all agreementsEquity Interest in any Immaterial Subsidiary, instruments and other documents of every kind Unrestricted Subsidiary, Not For Profit Subsidiary or description to the extent evidencing special purpose securitization Subsidiary or supporting obligations under Margin Stock, (l) any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
which the Collateral Agent and the Borrowers reasonably agree in writing that the costs or other consequences of granting or perfecting a security interest therein is excessive in view of the benefits to be obtained by the Secured Parties therefrom and (iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(vm) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) property to the extent used, pursuant a security interest in such assets could reasonably be expected to result in adverse tax consequences to Holdings and its Restricted Subsidiaries as determined in good faith by the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited Borrowers. With respect to any provision or restriction affecting the Collateral the reason for which such account)Collateral constitutes an Excluded Asset, immediately upon the ineffectiveness, lapse or termination of such provision or restriction with respect to make payments or distributions to Investors in accordance with such Excluded Asset, the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit AgreementCollateral shall include, and (B) such Grantor shall be deemed to have granted a security interest in, the proceeds of rights and interests in such withdrawn funds (Collateral as if such provision or restriction had never been in effect and if and when such property shall cease to be an Excluded Asset, such property shall be deemed at all times from and after the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything date thereof to the contrary in this Credit Agreement or any other Loan Document (i) the term “constitute Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 2 contracts
Samples: Term Facility Guarantee and Collateral Agreement, Term Facility Guarantee and Collateral Agreement (Houghton Mifflin Harcourt Co)
Collateral. Subject Debtor hereby grants to Secured Party a security interest in all right, title and interest of Debtor in the terms following property and interests in property, in each case whether now existing or hereafter arising or acquired by Debtor, regardless of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreementwhere it is located (collectively, the related financing statements "Collateral"):
(a) All Accounts, all Inventory, all Equipment, all General Intangibles and the other related all Investment Property.
(b) All instruments, chattel paper, electronic chattel paper, documents, the Guarantor shall grantsecurities, and shall pledge and/or assign moneys, cash, letters of credit, letter of credit rights, promissory notes, warrants, dividends, distributions, contracts, agreements, contract rights or other property, owned by way of securityDebtor or in which Debtor has an interest, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, those which now or hereafter are in each case the possession or control of clauses (x)Secured Party or in transit by mail or carrier to or in the possession of any third party acting on behalf of Secured Party, (y) without regard to whether Secured Party received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Secured Party had conditionally released the same, and (z)the proceeds thereof, any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance payment from, and enforce the provisions thereof all claims against such Investors Secured Party, and any deposit accounts of Debtor with Secured Party, including all demand, time, savings, passbook or guarantors other accounts and otherwise pursue remedies against such Investors or guarantors with respect thereto;all deposits therein.
(iiic) any All now owned and hereafter acquired inventory, equipment, fixtures, goods, accounts, chattel paper, documents, instruments, general intangibles, supporting obligations, software, DEBTOR: PIEZO TECHNOLOGY, INC. O3713815.v1 commercial tort claims, minerals, standing timber and growing crops and all agreementsrents, instruments issues, profits, products and other documents of every kind or description to the extent evidencing or supporting obligations under proceeds thereof, wherever any of the foregoing Collateral and any and all security and other property with respect to such Collateral;is located.
(ivd) each Collateral Account, including but not limited to any All proceeds and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds products of any of the foregoing Collateral includingand all additions and accessions thereto, without limitationreplacements thereof, supporting obligations therefor, software related thereto, guaranties thereof, insurance or condemnation proceeds thereof, documents related thereto, all sales of the records accounts constituting a right to payment therefrom, all tort or other claims against third parties arising out of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (damage thereto or that could be withdrawn pursuant to the Credit Agreement if deposited destruction thereof, all property received wholly or credited to a Collateral Account) to the extent usedpartly in trade or exchange therefor, pursuant to the terms of the Guarantor’s Governing Documentsall fixtures attached or appurtenant thereto, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreementall leases thereof, and (B) all rents, revenues, issues, profits and proceeds arising from the proceeds of such withdrawn funds (the items in (A) and (B)sale, collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiderslease, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitmentslicense, encumbrance, collection, or any other interests of the SOX Insiderstemporary or permanent disposition thereof, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided interest therein.
Appears in 2 contracts
Samples: Security Agreement (M-Tron Industries, Inc.), Security Agreement (LGL Group Inc)
Collateral. Subject 4.1 In consideration of MSL granting or continuing to make available the Margin Facilities to the terms Customer, the Customer, as beneficial owner hereby charges, assigns and releases to MSL the following assets of the applicable Collateral Documents, Customer (as Collateral) as continuing security for the punctual payment to secure MSL on the payment respective due dates of all amounts outstanding under the Margin Facilities and all other moneys and sums due or owing from the Customer to MSL from time to time pursuant to this Agreement and for the performance of all the Obligations hereunder, obligations of the Customer to MSL from time to time pursuant to a Collateral Account Pledgethis Agreement:-
(a) all the Customer’s rights, a Security Agreementtitle and interest in and to the Securities which shall at any time hereafter and from time to time be purchased or held by MSL or its nominee for or on account of the Customer pursuant to this Agreement and any Securities deposited with MSL whether pursuant to Clause 5.1 of this Section II or otherwise, together with all dividends or interest paid or payable after the related financing statements date hereof on or in respect of any of such Securities and the other related documents, the Guarantor shall grant, and shall pledge and/or assign all accretions thereto by way of securitybonus, distributions, options, rights or otherwise howsoever accruing or offered at any time hereafter (together the "Charged Securities"); and
(b) all and any funds standing to the Administrative Agent, credit of the Margin Account and all funds held by MSL for or on account of the Customer from time to time.
4.2 MSL is hereby irrevocably authorized to hold the Charged Securities in its own name or in the name of its nominee or be deposited in a safe custody in a designated account with its bankers or with any other institution which provides facilities for the benefit safe custody of each documents. In the case of Securities in Hong Kong, such institution shall be acceptable to the SFC as a provider of safe custody services and the Customer hereby irrevocably authorizes MSL to do and execute any and all acts or things and documents necessary to transfer, complete and/or vest title to all of the Secured PartiesCharged Securities to it or its nominee and to do all such things and execute all such documents as it may reasonably require in order to perfect the security given hereunder.
4.3 The security given by the Customer hereunder shall be in addition to and may be enforced by MSL without prejudice to any other guarantee, as applicablepledge, lien, indemnity, assurance, mortgage, charge, debenture or collateral security or other power, right or remedy now or at any time hereafter held or available to MSL in respect of the Margin Facilities or the obligations of the Customer hereunder and shall be a first prioritycontinuing security notwithstanding the death, security bankruptcy, liquidation, winding-up, insolvency, incapacity or any change in the constitution of the Customer or any intermediate or partial payment or settlement of account or satisfaction of the whole or any part of the amounts outstanding under the Margin Facilities or any obligations of the Customer under this Agreement.
4.4 The Customer hereby irrevocably undertakes to MSL that all the Customer’s rights, title and interest and Xxxx in and to the Collateral will at all relevant times constitute the legal and unencumbered property of the Customer free from any trust, lien, charge, mortgage, pledge or other encumbrance (save as created or required hereunder). The Customer shall provide MSL with signed transfers or other instruments necessary for MSL to exercise its rights under this Agreement.
4.5 All dividends, interests, income, payments or other distributions received by MSL in respect of the Charged Securities will be credited to the Margin Account on its interests in receipt by MSL.
(a) The Customer hereby represents and warrants to MSL that during the following, whether now owned or hereafter acquired or arisingcontinuance of the Charge:
(i) any the Customer has and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited will maintain unencumbered and absolute title to the right Charged Securities (subject only to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretothe Charge);
(ii) the Charge constitutes and will continue to constitute the extent relating to the Unfunded Capital Commitments valid and legally binding obligations of the Investors constituting Collateral Customer enforceable in clause accordance with its terms.
(b) The Customer hereby undertakes and agrees that during the continuance of the Charge, the Customer shall:
(i) abovenot mortgage, charge, pledge or otherwise encumber or assign, transfer or otherwise deal with or grant or suffer to arise any third party rights over or against the whole or any part of the Collateral or purport so to do ranking in priority to or pari passu with the Charge, except in MSL’s favour;
(xii) deposit with MSL or to its order, at such place as MSL may from time to time direct, all certificates, instruments and evidence of title to the Constituent DocumentsCharged Securities, (y) the Subscription Agreements and Side Letterstogether, if anywhere appropriate, with all such necessary forms of such Investors and (z) any and all guaranties transfer or other instructions, duly executed in favour of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited toMSL, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights as MSL may from time to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretotime require;
(iii) at any time and all agreementsfrom time to time, instruments execute and deliver such further assignments, charges, authorities and other documents of every kind as MSL may from time to time require for perfecting its title to or description for vesting or enabling MSL to vest the extent evidencing or supporting obligations under any full benefit of the foregoing Collateral and any and all security in its favour, which assignments, charges, authorities and other property with respect to documents shall be prepared by MSL or on its behalf, at the cost of the Customer, and shall contain such Collateral;provisions for MSL’s benefit as MSL may reasonably require, for which purposes the Customer hereby irrevocably appoints MSL as the Customer’s lawful attorney; and
(iv) each Collateral Accountobtain and maintain in full force and effect all governmental and other approvals, including but not limited to any authorities, licenses and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received consents required in connection with the Swap Agreements, (iv) Charge and to do or cause to be done all other acts and things necessary or desirable for the Collateral may be subject performance of all the obligations of the Customer pursuant to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap this Agreement, as provided therein.
Appears in 2 contracts
Collateral. Subject As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, as of the Closing Date each Grantor hereby pledges and grants to the terms of the applicable Second Priority Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Second Priority Secured Parties, as applicable, a first priority, Lien on and security interest and Xxxx in and on its interests to all of such Grantor’s right, title and interest in the followingfollowing personal property, whether now owned by such Grantor or hereafter acquired and whether now existing or arisinghereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”):
(a) the Instruments of such Grantor, together with all payments thereon or thereunder:
(b) all Inventory of such Grantor;
(c) all General Intangibles (including payment intangibles (as defined in the UCC) and Software) of such Grantor;
(d) all Equipment (including any corporate aircraft) of such Grantor;
(e) all Documents of such Grantor;
(f) all Contracts of such Grantor;
(g) all Goods of such Grantor;
(h) all Investment Property of such Grantor;
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, Commercial Tort Claims of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited toGrantor; specified on Schedule VI, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights as from time to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretotime updated; and
(vj) any all other tangible and all proceeds intangible personal property of any of the foregoing Collateral such Grantor; including, without limitation, all Proceeds, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of the records of the Guarantor concerning and to any of the foregoing Collateral; excluding property of such Grantor described in the preceding clauses of this Section 3 (A) including, without limitation, any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent usedproceeds of insurance thereon, pursuant to the terms of the Guarantor’s Governing Documentsinsurance claims and all rights, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to claims and benefits against any such accountPerson relating thereto), other rights to make payments not otherwise included in the foregoing and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds control of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement Grantor or any other Loan Document (i) the term computer bureau or service company from time to time acting for such Grantor; provided, however, that “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinAssets.
Appears in 2 contracts
Samples: Note Purchase Agreement (Moneygram International Inc), Intercreditor Agreement (Moneygram International Inc)
Collateral. Subject The Borrower will (a) warrant and defend the ---------- right, title and interest of the Lender and the Security Agent in and to the terms Collateral against the claims and demands of the applicable Collateral Documentsall persons whomsoever; (b) service, or cause to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitationbe serviced, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors Mortgage Loans in accordance with the terms hereof requirements of the issuers of Master Commitments and Purchase Commitments covering the same and all applicable FHA and VA requirements (including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans) and service, or for any other purpose permitted under cause to be serviced, all Mortgage Loans backing Mortgage-backed Securities in accordance with applicable governmental requirements and the Guarantor’s Governing Documents requirements of issuers of Purchase Commitments covering the same; (c) hold all escrow funds collected in respect of Mortgage Loans and this Credit Agreementmortgage loans backing Mortgage-backed Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected; (Bd) comply in all respects with the proceeds terms and conditions of such withdrawn funds all Master Commitments and Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto, and deliver or cause to be delivered to the applicable Investor the Mortgage Loans and Mortgage-backed Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the items in (A) expiration thereof; and (B)e) maintain, collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything and, upon request, shall make available to the contrary Lender, the Agent or the Security Agent the originals, or copies in this Credit Agreement or any other Loan Document (i) case where the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited original has been delivered to the right Security Agent or to draw down Investor Capital Contributions on such Unfunded Capital an Investor, of its Mortgage Notes, Mortgages, Purchase Commitments, or any Master Commitments, Hedging Contracts and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition information and data relating to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 2 contracts
Samples: Warehouse Credit Agreement (E Loan Inc), Warehouse Credit Agreement (E Loan Inc)
Collateral. Subject Each Pledgor hereby grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the ratable benefit of each of the Secured Parties, as applicable, a first priority, security interest in such Pledgor’s right, title and Xxxx interest in and on its interests in to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired or arising:
(i) any by such Pledgor, wherever located, and all Unfunded Capital Commitments of the Investors, whether now or hereafter committedexisting or arising (collectively, including but not limited the “Collateral”):
(a) the following (the “Security Collateral”): (A) the Initial Pledged Equity, (B) the Equity Interests in any Guarantor from time to time hereafter acquired or created (collectively, the right “Additional Pledged Equity” and together with the Initial Pledged Equity, the “Pledged Equity”), (C) the certificates (if any) representing the Initial Pledged Equity and the Additional Pledged Equity, and (D) all dividends, distributions, return of capital, cash, instruments and other property from time to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and to issue Investor Capital Calls the Additional Pledged Equity, and all subscription warrants, rights or options issued thereon or with respect thereto;
(iib) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause all books and records (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Pledgor pertaining to any of the Collateral; and
(c) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the records Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the Guarantor concerning types described in clauses (a) and (b) of this Section 1 and this clause (c)) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 2 contracts
Samples: Pledge Agreement (Select Income Reit), Credit Agreement (Select Income Reit)
Collateral. The Collateral consists of the following:
2.1 Sixty-five percent (65%) in the aggregate of the shares of common stock of the Company, all such stock owned beneficially and of record by Pledgor and listed on Schedule I attached hereto and made a part hereof, and all cash, dividends, other securities, instruments, rights and other property at any time and from time to time received or receivable in respect thereof or in exchange for all or any part thereof, including without limitation, stock dividends, warrants, rights to subscribe, conversion rights, liquidating dividends and other stock rights, and in the event Pledgor receives any of the foregoing, Pledgor acknowledges that the same shall be received IN TRUST for Pledgee and agrees immediately to deliver the same to Pledgee in original form of receipt, together with any stock or bond powers, assignments, endorsements or other documents or instruments as Pledgee may reasonably request to establish, protect or perfect Pledgee's interest in respect of such Collateral; and
2.2 Subject to the terms of the applicable Collateral DocumentsSection 7.1.2 hereof, all other property hereafter delivered to secure the payment and performance Pledgee (or any agent or bailee holding on behalf of the Obligations hereunder, pursuant Pledgee) by Pledgor in substitution for or in addition to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral foregoing, all certificates and any instruments representing or evidencing such other property and all security cash, dividends, other securities, instruments, rights and other property at any time and from time to time received or receivable in respect thereof or in exchange for all or any part thereof, including without limitation, stock dividends, warrants, rights to subscribe, conversion rights, liquidating dividends and other stock rights, and in the event Pledgor receives any of the foregoing, Pledgor acknowledges that the same shall be received IN TRUST for Pledgee and agrees immediately to deliver the same to Pledgee in original form of receipt, together with any stock or bond powers, assignments, endorsements or other documents or instruments as Pledgee may request to establish, protect or perfect Pledgee's interest in respect to of such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all 2.3 All proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinforegoing.
Appears in 2 contracts
Samples: Pledge Agreement (3-D Geophysical Inc), Pledge Agreement (3-D Geophysical Inc)
Collateral. Subject The Collateral under this Security Agreement includes all of the following assets (collectively all of the following property and similar or after-acquired property under this Section 3 being hereinafter referred to as "COLLATERAL"): all goods, furniture, furnishings and equipment required for or related to the terms operation of the applicable Collateral DocumentsEnterprise, to secure the payment and performance of the Obligations hereunderincluding, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arisingwithout limitation:
(i) any cashier, money sorting and all Unfunded Capital Commitments of the Investorsmoney counting equipment, whether now or hereafter committedsurveillance and communication equipment, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretosecurity equipment;
(ii) to the extent relating to the Unfunded Capital Commitments slot machines, video games of the Investors constituting Collateral in clause (i) abovechance, (x) the Constituent Documentstable games, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants keno equipment and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretogaming equipment;
(iii) any office furnishings and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateralequipment;
(iv) each Collateral Accountspecialized equipment necessary for the operation of any portion of the Enterprise for accessory purposes, including but not limited to any equipment for kitchens, laundries, dry cleaning, cocktail lounges, restaurants, public rooms, commercial and all funds parking spaces, and financial assets on deposit therein or credited theretorecreational facilities; and
(v) hotel equipment (to the extent a hotel is included in the Enterprise);
(vi) all other furnishings and equipment hereafter located and installed in or about the Facility or the Gaming Site which are used in the operation of the Enterprise; each of the foregoing whether now owned or hereafter at any time acquired by Debtor and wherever located, and including all replacements, additions, parts, appurtenances, accessions, substitutions, repairs, and proceeds relating thereto or therefrom, and all documents, records, ledger sheets and files of Debtor relating thereto (provided that Debtor shall retain all originals, and Secured Party's rights as to this Collateral extend only to making copies); together further with all proceeds of any of the foregoing Collateral such Collateral, including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document limitation (i) whatever is now or hereafter receivable or received by Debtor upon the term “sale, exchange, collection or other disposition of any item of Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on whether voluntary or involuntary, whether such Unfunded Capital Commitmentsproceeds constitute equipment, intangibles, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, assets; (ii) the term “Collateral” shall not include any Portfolio Investment, such items which are now or hereafter acquired by Debtor with any Portfolio Assets or any Excluded Proceeds, proceeds of Collateral hereunder; and (iii) the term “Collateral” shall not include any collateral posted insurance proceeds or received in connection any payments under any indemnity, warranty or guaranty now or hereafter payable by reason of loss or damage or otherwise with the Swap Agreements, (iv) the respect to any item of Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinproceeds thereof.
Appears in 2 contracts
Samples: Security Agreement (Lakes Entertainment Inc), Security Agreement (Lakes Entertainment Inc)
Collateral. Subject to As collateral security for the terms payment in full when due (whether at stated maturity, by acceleration or otherwise) of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunderSecured Obligations, pursuant to a Collateral Account Pledge, a the Existing Guarantee and Security Agreement, the related financing statements each Obligor pledged and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, granted to the Administrative Agent, Agent for the ratable benefit of each of the Secured PartiesCreditors, and pursuant hereto, each Obligor hereby pledges and grants to the Administrative Agent for the ratable benefit of the Secured Creditors, as applicablehereinafter provided, a first priority, security interest in all of such Obligor’s right, title and Xxxx interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and on its interests in the following, whether now owned by such Obligor or hereafter acquired and whether now existing or arisinghereafter coming into existence:
(a) all Accounts, Chattel Paper, Collateral Accounts, Deposit Accounts, Documents, Equipment, General Intangibles, Instruments, Inventory, Investment Property, money; and
(b) the following (collectively, the “Security Collateral”):
(i) any the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all Unfunded Capital Commitments dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the InvestorsInitial Pledged Equity, all warrants, rights or options issued thereon or with respect thereto and all general intangibles (including membership status, control rights and economic interests) arising therefrom;
(ii) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt;
(iii) all additional shares of stock and other Equity Interests from time to time acquired by such Obligor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interest, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests, all warrants, rights or options issued thereon or with respect thereto and all general intangibles (including membership status, control rights and economic interests) arising therefrom;
(iv) all additional indebtedness from time to time owed to such Obligor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness;
(v) the Securities Accounts, all security entitlements with respect to all financial assets from time to time credited to the Securities Accounts, and all financial assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such security entitlements or financial assets and all warrants, rights or options issued thereon or with respect thereto; and
(vi) all other investment property (including, without limitation, all (A) securities, whether now certificated or hereafter committeduncertificated, including but not limited (B) security entitlements, (C) securities accounts, (D) commodity contacts and (E) commodity accounts) in which such Obligor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the right certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to draw down Investor Capital Contributions on time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Unfunded Capital Commitments from such Investors investment property and to issue Investor Capital Calls all warrants, rights or options issued thereon or with respect thereto;
(iic) all Proceeds of, collateral for, income, royalties and other economic rights or payments now or hereafter due and payable with respect to, any of the Collateral, all substitutions and replacements for, any of the Collateral, cash and, to the extent relating related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the Unfunded Capital Commitments of possession or under the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, control of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement Obligor or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited computer bureau or service company from time to the right to draw down Investor Capital Contributions on time acting for such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.Obligor),
Appears in 2 contracts
Samples: Revolving Credit Agreement (KKR & Co. Inc.), First Amendment (KKR & Co. L.P.)
Collateral. Subject The Borrower will (a) warrant and defend the right, title and interest of the Lender and the Security Agent in and to the terms Collateral against the claims and demands of the applicable Collateral Documentsall persons whomsoever; (b) service, or cause to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitationbe serviced, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors Mortgage Loans in accordance with the terms hereof requirements of the issuers of Master Commitments and Purchase Commitments covering the same and all applicable FHA and VA requirements (including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans) and service, or for any other purpose permitted under cause to be serviced, all Mortgage Loans backing Mortgage-backed Securities in accordance with applicable governmental requirements and the Guarantor’s Governing Documents requirements of issuers of Purchase Commitments covering the same; (c) hold all escrow funds collected in respect of Mortgage Loans and this Credit Agreementmortgage loans backing Mortgage-backed Securities in trust, without commingling the same with noncustodial funds, and apply the same for the purposes for which such funds were collected; (Bd) comply in all respects with the proceeds terms and conditions of such withdrawn funds all Master Commitments and Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto, and deliver or cause to be delivered to the applicable Investor the Mortgage Loans and Mortgagebacked Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the items in (A) expiration thereof; and (B)e) maintain, collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything and, upon request, shall make available to the contrary Lender, the Agent or the Security Agent the originals, or copies in this Credit Agreement or any other Loan Document (i) case where the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited original has been delivered to the right Security Agent or to draw down Investor Capital Contributions on such Unfunded Capital an Investor, of its Mortgage Notes, Mortgages, Purchase Commitments, or any Master Commitments, Hedging Contracts and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition information and data relating to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 2 contracts
Samples: Warehouse Credit Agreement (Mortgage Com Inc), Warehouse Credit Agreement (Mortgage Com Inc)
Collateral. Subject The collateral hereby assigned and in which a security interest is granted includes that collateral now existing and hereafter arising or acquired by Debtor, regardless of where it is located, and is defined as follows (together with all proceeds and products thereof and all additions and accession thereto, replacements thereof, supporting obligations therefor, guaranties thereof, insurance or condemnation proceeds thereof, documents related thereto, all sales of accounts constituting a right to payment therefrom, all tort or other claims against third parties arising out of damage thereto or destruction thereof, all property received wholly or partly in trade or exchange thereof, all fixtures attached or appurtenant thereto, all leases thereof, and all rents, revenues, issues, profits and proceeds arising from the terms of the applicable Collateral Documentssale, to secure the payment and performance of the Obligations hereunderlease, pursuant to a Collateral Account Pledgelicense, a Security Agreementencumbrance, collection or any other temporary or permanent disposition thereof, or any other interest therein, collectively, the related financing statements and the other related "Collateral"):
a. All Accounts, all Inventory, all Equipment, all General Intangibles, all Investment Property;
b. all instruments, chattel paper, electronic chattel paper, documents, the Guarantor shall grantsecurities, and shall pledge and/or assign moneys, cash, letters of credit, letter of credit rights, promissory notes, warrants, dividends, distributions, commercial tort claims, contracts, agreements, contract rights or other property, owned by way of securityDebtor or in which Debtor has an interest, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, those which are now or hereafter in each case the possession or control of clauses (x)Secured Party or in transit by mail or carrier to or in the possession of any third party acting on behalf of Secured Party, (y) without regard to whether Secured Party received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Secured Party had conditionally released the same, and (z)the proceeds thereof, any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance payment from, and enforce the provisions thereof all claims against such Investors Secured Party, and any deposit accounts of Debtor with Secured Party, including all demand, time, savings, passbook or guarantors other accounts and otherwise pursue remedies against such Investors or guarantors with respect theretoall deposits therein;
(iii) any c. all assets and personal property now owned or hereafter acquired; all now owned and hereafter acquired inventory, equipment, fixtures, goods, accounts, chattel paper, documents, instruments, farm products, general intangibles, supporting obligations, software, and all agreementsrents, instruments issues, profits, products and other documents of every kind or description to the extent evidencing or supporting obligations under proceeds thereof, wherever any of the foregoing Collateral and any and all security and other property with respect to such Collateralis located;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 2 contracts
Samples: Security Agreement (Neogenomics Inc), Security Agreement (Neogenomics Inc)
Collateral. Subject In addition to, and not in substitution for, any Property delivered, conveyed, transferred or assigned to you under any Loan Document as security for any or all of Applicant’s obligations and liabilities to you at any time existing under or in connection with any L/C Document or any Loan Document, Applicant grants to you a security interest in and to the terms following Collateral, whether or not any such Collateral is in your possession or control or the possession or control of your agents or correspondents or in transit to, or set apart for, you or your agents or correspondents: (a) with respect to each Credit and until such time as all Applicant’s obligations and liabilities to you at any time existing under or in connection with each Credit and the L/C Documents and Loan Documents related to such Credit have been fully paid and discharged, all as security for such obligations and liabilities, (i) all Property referred to in, or at any time shipped under or pursuant to, or in any way related to, each Credit or to any Demand made or Acceptance created under each Credit, whether or not you receive the Documents covering such Property or release such Documents to Applicant on trust or bailee receipt or otherwise, (ii) all Documents accompanying any Demand made under each Credit, and (iii) all the proceeds of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements Property and the other related documents, the Guarantor shall grantDocuments referred to in subsections (i) and (ii) of this Section 10(a), and shall pledge and/or assign by way of security(b) with respect to all the Credits and until such time as all Applicant’s obligations and liabilities to you at any time existing under or in connection with each L/C Document and each Loan Document have been fully paid and discharged, all as security for such obligations and liabilities, (i) all Applicant’s property, claims, demands, right, title and interest in and to the Administrative Agent, for the benefit balance of each of the Secured PartiesApplicant’s deposit accounts with you now or at any time hereafter existing, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments evidences of the Investorssuch deposit accounts, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) all Property belonging to the extent relating Applicant or in which it may have an interest, now or at any time hereafter delivered, conveyed, transferred, assigned, pledged or paid to the Unfunded Capital Commitments of the Investors constituting Collateral you or your agents or correspondents in clause (i) aboveany manner whatsoever, (x) the Constituent Documentswhether as security or for safekeeping or otherwise, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (items received for collection or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreementtransmission, and (B) the proceeds of such withdrawn funds items, whether or not such Property is in whole or in part released to Applicant on trust or bailee receipt or otherwise, and (iii) where Applicant is more than one person or entity, all right, title and interest of each of Applicants in and to all the items Property which any of Applicants may now or hereafter obtain as security for the obligations of any one or more of Applicants to one or more of the others of Applicants arising under or in connection with the transaction to which any Credit relates. Further, in addition to, and not in substitution for, any Property delivered, conveyed, transferred or assigned to you under any Loan Document as security for any or all of Applicant’s obligations and liabilities to you at any time existing under or in connection with any L/C Document or any Loan Document, Applicant agrees to deliver, convey, transfer and assign to you on demand, as security, Property of a value and character satisfactory to you, (A) and if you at any time feel insecure about Applicant’s ability or willingness to repay any amounts which you have paid or may pay in the future on any Demand or Acceptance or in honoring any other of your obligations under or in connection with any Credit, or (B), collectively “Excluded Proceeds”). Notwithstanding ) without limiting the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments generality of the SOX Insidersforegoing, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitmentsif any temporary or permanent restraining order, preliminary or permanent injunction, or any other interests of the SOX Insiderspretrial or permanent injunctive or similar relief is obtained restraining, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investmentprohibiting or enjoining you, any Portfolio Assets of your correspondents, or any Excluded Proceedsadvising, (iii) the term “Collateral” shall not include confirming, negotiating, paying, accepting or other bank from paying or negotiating any collateral posted Demand or received creating or paying any Acceptance or honoring any other obligation under or in connection with any Credit. Applicant agrees that the Swap Agreementsreceipt by you or any of your agents or correspondents at any time of any kind of security, including, without limitation, cash, shall not be deemed a waiver of any of your rights or powers under this Agreement. Applicant agrees to sign and deliver to you on demand, all such deeds of trust, security agreements, financing statements and other documents as you shall at any time request which are necessary or desirable (ivin your sole opinion) to grant to you an effective and perfected security interest in and to any or all of the Collateral. Applicant agrees to pay all filing and recording fees related to the perfection of any security interest granted to you in accordance with this Section. Applicant hereby agrees that any or all of the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” held and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, disposed of as provided thereinin this Agreement by you. Upon any transfer, sale, delivery, surrender or endorsement of any Document or Property which is or was part of the Collateral, Applicant will indemnify and hold you and your agents and correspondents harmless from and against each and every claim, demand, action or suit which may arise against you or any of your agents or correspondents by reason of such transfer, sale, delivery, surrender or endorsement.
Appears in 2 contracts
Samples: Commercial Letter of Credit Agreement, Commercial Letter of Credit Agreement (Phoenix Footwear Group Inc)
Collateral. Subject As security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Outstanding Obligations, and to induce Lender to enter into the Credit Agreement and to make the Loan in accordance with the terms of the applicable Collateral DocumentsCredit Agreement, Debtor hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender and hereby grants to Lender a continuing first priority security interest in, all of Debtor’s right, title and interest in, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in under the following, whether now owned existing or hereafter acquired incurred, created, arising or arising:entered into (all of which being hereinafter collectively called the “Collateral”):
(i) any and all Unfunded Capital Commitments Accounts of the InvestorsDebtor (provided that, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or notwithstanding anything to the contrary in this Credit Security Agreement or in the Credit Agreement, any security interest granted to Lender in Debtor’s accounts receivable and cash will be subordinate to any security interest in such accounts receivable granted by Debtor to Debtor’s accounts receivable revolving credit lender (the “AR Lien”);
(ii) all Chattel Paper of Debtor;
(iii) all Contracts of Debtor;
(iv) all Documents of Debtor;
(v) all Equipment and Tangible Collateral of Debtor;
(vi) all General Intangibles of Debtor;
(vii) all Instruments of Debtor;
(viii) all Securities and letters of credit of Debtor;
(ix) all Inventory of Debtor;
(x) all Permits and Licenses of Debtor and the proceeds thereof, to the extent now or hereafter permitted by applicable law;
(xi) all leases and use agreements of personal property entered into by Debtor as lessor with other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments persons as lessees, and all rights of the SOX InsidersDebtor under such leases and agreements, including but not limited to the right to draw down Investor Capital Contributions on receive and collect all rentals and other moneys (including security deposits) at any time payable under such Unfunded Capital Commitmentsleases and agreements, whether paid or accruing before or after the filing of any petition by or against Debtor under the federal Bankruptcy Code;
(xii) all leases and use agreements of personal property entered into by Debtor as lessee with other persons as lessor, and all rights, titles and interests of Debtor thereunder, including the leasehold interest of Debtor in such property and all options to purchase such property or to extend any such lease or agreement;
(xiii) to the extent not described above, all fixtures of Debtor;
(xiv) all Copyrights, Patents and Trademarks of Debtor;
(xv) all moneys of Debtor, all Deposit Accounts of Debtor in which such moneys may at any time be invested and all certificates, instruments and documents of Debtor from time to time representing or evidencing any such moneys;
(xvi) all other goods and personal property of Debtor, whether tangible or intangible, now owned or hereafter acquired by Debtor or in which Debtor now has or hereafter acquires any rights and wherever located;
(xvii) all property of Debtor held by Lender, including all property of every description, now or hereafter in the possession or custody of or in transit to Lender for any purpose, including safekeeping, collection or pledge, for the account of Debtor, or as to which Debtor may have any other interests right or power;
(xviii) all insurance policies related to the foregoing; and
(xix) subject to the provisions of Section 2(b) below, to the extent not otherwise included, all Proceeds of each of the SOX Insidersforegoing and all accessions to, if anysubstitutions and replacements for, unless so elected by and rents, profits and products of each of the Guarantor foregoing and all books and records in its discretionwhatever media (whether on computer or otherwise) whether recorded or stored relating to each of the foregoing, (ii) and all equipment and general intangibles necessary or beneficial to retain, access or process the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received information contained in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” those books and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinrecords.
Appears in 2 contracts
Samples: Security Agreement (Frankly Inc), Security Agreement (Frankly Inc)
Collateral. Subject to the terms The Collateral shall consist of all right, title and interest of the applicable Collateral Documents, Company of every kind and nature in and to secure the payment and performance all of the Obligations hereunderfollowing property, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements assets and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each rights of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the followingCompany wherever located, whether now existing or hereafter arising, and whether now or hereafter owned or hereafter acquired by or arising:accruing or owing to the Company, and all proceeds and products thereof (including all proceeds in the Settlement Account and Cash and Collateral Account and Custodian Settlement Accounts from time to time):
(a) all Pledged Mortgages;
(b) all Pledged Securities;
(c) any commitments or other agreements issued by any private mortgage insurer or by the FHA or VA to insure or guarantee any Pledged Mortgage;
(d) all commitments of FNMA, FHLMC or other Persons to purchase Pledged Items from the Company or exchange Securities with the Company for Pledged Items;
(e) any options to sell or purchase Securities, future contracts, or any other interest rate protection products which directly or indirectly protect the Company against reductions in value of such Pledged Items due to changes in mortgage interest rates;
(f) the Settlement Account and Cash and Collateral Account, the Funding Account and any Custodian Settlement Accounts and any amounts standing to the credit of the Settlement Account and Cash and Collateral Account and any Custodian Settlement Accounts then in existence with Approved MBS Custodians, as described in Paragraph 7(c) below;
(g) all cash and Cash Equivalents held by the Credit Agent or Collateral Agent as security for the Secured Obligations;
(h) all Pledged Servicing;
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretoPledged Servicing Sale Receivables;
(iij) all property related to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveforegoing, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, the right to service Pledged Mortgages while owned by the Company, all accounts and general intangibles of whatsoever kind so related and all documents or instruments delivered to the Credit Agent or the Collateral Agent in respect of any Pledged Item, including, without limitation, the right to receive all insurance proceeds and condemnation awards which may be payable in respect of the records premises encumbered by any Pledged Mortgage; and
(k) all proceeds and products of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinforegoing.
Appears in 2 contracts
Samples: Security and Collateral Agency Agreement (Pulte Homes Inc/Mi/), Security and Collateral Agency Agreement (Pulte Homes Inc/Mi/)
Collateral. Subject to As collateral security for the terms prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the applicable Senior Secured Obligations, each Debtor hereby pledges to Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the ratable benefit of each of the Secured PartiesParties to the extent provided in the Intercreditor Agreement, as applicableand grants to Collateral Agent, for the ratable benefit of the Secured Parties to the extent provided in the Intercreditor Agreement, a first priority, security interest in, all of such Debtor’s right, title and Xxxx in and on its interests interest in the followingfollowing property, whether now owned by such Debtor or hereafter acquired and whether now existing or arising:hereafter coming into existence (all being collectively referred to herein as “Collateral”):
(a) all Accessions;
(b) all Accounts;
(c) all As-Extracted Collateral;
(d) all Chattel Paper;
(e) all Commercial Tort Claims;
(f) all Commodity Accounts;
(g) all Commodity Contracts;
(h) all Deposit Accounts;
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretoFinancial Assets;
(iij) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoGeneral Intangibles;
(iiik) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such CollateralGoods;
(ivl) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; andInstruments;
(m) all Inventory;
(n) all Investment Property;
(o) all Intellectual Property;
(p) all Equipment;
(q) all Contracts;
(r) all Documents;
(s) all Letter-of-Credit Rights;
(t) all Payment Intangibles;
(u) all Software;
(v) any and all proceeds of Supporting Obligations;
(w) all Pledged Stock;
(x) all Pledged Obligations;
(y) all Pledged Interests;
(z) all shares, securities, moneys or property representing a dividend on any of the foregoing Collateral Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(aa) without affecting the obligations of such Debtor under any provision prohibiting such action hereunder or under the Financing Documents, in the event of any consolidation or merger in which an Issuer, LLC or Partnership is not the surviving entity, all shares of each class of the capital stock of the successor corporation or interests or certificates of the successor limited liability company or partnership owned by the Debtors (unless such successor is such Debtor itself) formed by or resulting from such consolidation or merger; all rights, claims and benefits of such Debtor against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by such Debtor, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; and all other tangible and intangible personal property and fixtures of the records such Debtor, including without limitation all Proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of the Guarantor concerning and to any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to property of such Debtor described in the Credit Agreement if deposited or credited to a Collateral Account) preceding clauses of this Section 3.1, and, to the extent usedrelated to any property described in such clauses or such Proceeds, pursuant products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Debtor or any computer bureau or service company from time to time acting for such Debtor. Furthermore, if the grant, pledge, collateral transfer or assignment of any rights of any Debtor under any contract included in the Collateral is expressly prohibited by such contract, then the security interest hereby granted nonetheless remains effective to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected extent allowed by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements UCC or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property applicable law but is otherwise limited by that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinprohibition.
Appears in 2 contracts
Samples: Security Agreement (Spartech Corp), Security Agreement (Spartech Corp)
Collateral. Subject (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the terms of extent permitted by law), if any, on the applicable Collateral Documents, to secure Notes and the payment Guarantees and performance of all other obligations under this Indenture, including, the Obligations hereunderobligations of the Issuer and the Guarantors under the Security Documents, shall be secured by a Lien on the Collateral on an equal basis with the Senior Credit Facility and any other First Lien Obligations, as provided in this Indenture and the Security Documents to which the Issuer and the Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture and will be secured by all of the Collateral pledged pursuant to a Collateral Account Pledge, a the Security Agreement, the related financing statements Documents hereafter delivered as required or permitted by this Indenture and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative AgentSecurity Documents. The Trustee, for the benefit of each the Holders, hereby appoints JPMorgan Chase Bank, N.A., as the initial Collateral Agent, and the Collateral Agent is hereby authorized and directed to execute and deliver the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Secured Parties, as applicable, a first priority, security interest Holders and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited toTrustee, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Security Documents.
(b) Each Holder, by its acceptance of any Notes and the Guarantees, (A) consents and agrees to purchase Portfolio Investments the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other than Permitted Investments deposited modifications thereto without the consent of the Holders) as the same may be in effect or credited may be amended from time to any such account), to make payments or distributions to Investors time in accordance with their terms and this Indenture and authorizes and directs the terms hereof or for any other purpose permitted Collateral Agent to perform its obligations and exercise its rights under the Guarantor’s Governing Security Documents and this Credit Agreement, in accordance therewith and (B) authorizes the proceeds Trustee to enter into the Security Documents and appoint JPMorgan Chase Bank, N.A. as the initial Collateral Agent.
(c) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of such withdrawn funds (all the items Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments respect of the SOX Insiders, including but not Trustee and the Holders is subject to and qualified and limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected in all respects by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral Security Documents and actions that may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereintaken thereunder.
Appears in 2 contracts
Samples: Indenture (Universal Health Services Inc), Indenture (Universal Health Services Inc)
Collateral. Subject (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the terms of Borrower under Applicable Law. As collateral security for the applicable Collateral Documentsprompt, to secure the complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security AgreementObligations, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, Borrower hereby grants to the Administrative Agent, as agent for the benefit of each of the Secured Parties, as applicable, a first priority, lien on and security interest in all of the Borrower’s right, title and Xxxx in interest in, to and on its interests in under the following, whether now existing or owned or hereafter arising or acquired or arising:by the Borrower (collectively, the “Collateral”):
(i) any the Receivables and all Unfunded Capital Commitments of the Investorsrelated Contracts, whether now or hereafter committed, (including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors service the Receivables in connection therewith), and to issue Investor Capital Calls any accounts or obligations evidenced thereby, any guarantee thereof, all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect theretoto any such Receivables) or to become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date;
(ii) the 2023-1A SUBI, the 2023-1A SUBI Certificate and any related rights, authority, powers and privileges of the holder and the beneficiary thereof under the related Trust Documents, including a beneficial interest in the North Carolina Receivables from time to time allocated to the extent relating 2023-1A SUBI, including all monies due and to become due with respect thereto and all proceeds thereof, and all payments and distributions thereunder of whatever kind or character and whether in cash or other property, at any time made or distributable to the Unfunded Capital Commitments Borrower thereunder or in respect thereof, whether due or to become due, including, without limitation, the immediate and continuing right of the Investors constituting Collateral in clause Borrower to receive and collect all amounts payable to the holder thereof, and all of the Borrower’s rights, remedies, powers, interests and privileges under the Trust Documents (i) abovewhether arising pursuant to the terms thereof or otherwise available to Borrower), (x) including, without limitation, the Constituent right to enforce the Trust Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) to give or withhold any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited toconsents, in each case of clauses (x)requests, (y) and (z)notices, any directions, approvals or waivers thereunder and all representationsamounts due and to become due thereunder, warranties, covenants and other agreements of such Investors whether payable as indemnities or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretodamages for breach thereof;
(iii) any the First Tier Master Purchase Agreement and all agreements, instruments remedies thereunder and other documents of every kind or description the assignment to the extent evidencing Administrative Agent of all UCC financing statements filed by Regional Management against each Originator under or supporting obligations under any of in connection with the foregoing Collateral and any and all security and other property with respect to such CollateralFirst Tier Master Purchase Agreement;
(iv) each Collateral Accountthe Second Tier Purchase Agreement and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Regional Management under or in connection with the Second Tier Purchase Agreement;
(v) the Account Collateral;
(vi) all Liquidation Proceeds;
(vii) all Hedge Collateral;
(viii) all Receivable Files, Servicer Files and the Schedule of Receivables, and the documents, agreements and instruments included in the Receivable Files and Servicer Files, including but not limited rights of recourse of the Borrower against the related Obligors and Regional Management;
(ix) all Records, documents and writings evidencing or related to the Receivables or the Contracts;
(x) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof), payments and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise;
(xi) all security interests, Liens, guaranties and other encumbrances in favor of or assigned or transferred to the Borrower in and to the Receivables and the related Contracts, and any collateral relating thereto;
(xii) all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing;
(xiii) any and all funds other assets of the Borrower including all accounts, deposit accounts, general intangibles, chattel paper, instruments and financial assets on deposit therein or credited theretoinvestment property; and
(vxiv) any all income, products, accessions and all proceeds of the foregoing.
(b) The grant under this Section does not constitute and is not intended to result in a creation or an assumption by any Agent or any of the foregoing Collateral including, without limitation, Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the records of the Guarantor concerning Collateral or under any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (agreement or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”)instrument relating thereto. Notwithstanding the foregoing or anything Anything herein to the contrary in this Credit Agreement or any other Loan Document notwithstanding, (i) the term “Collateral” Borrower shall not include remain liable under the Unfunded Capital Commitments of the SOX Insiders, including but not limited Contracts to the right extent set forth therein to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests perform all of its duties and obligations thereunder to the SOX Insiders, same extent as if any, unless so elected by the Guarantor in its discretionthis Agreement had not been executed, (ii) the term “Collateral” exercise by the Administrative Agent of any of its rights in the Collateral shall not include release the Borrower from any Portfolio Investment, any Portfolio Assets of its duties or any Excluded Proceeds, obligations under the Collateral and (iii) the term “Collateral” no Agent or any Secured Party shall not include have any collateral posted obligations or received in connection with the Swap Agreements, (iv) liability under the Collateral may by reason of this Agreement, nor shall any Agent or any Secured Party be subject obligated to Permitted Liensperform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(c) Notwithstanding the foregoing grant of security interest, no account, instrument, chattel paper or other obligation or property of any kind due from, owned by or belonging to a Sanctioned Target shall be Collateral.
(vd) a Each of the Borrower and the Servicer represents and warrants as to itself that each remittance of Collections by the Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition Servicer to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent or any Lender under this Agreement will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except Servicer and (ii) made in connection with any Swap Agreement, the ordinary course of business or financial affairs of the Borrower and the Servicer or as provided thereinrequired under the Basic Documents.
Appears in 2 contracts
Samples: Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)
Collateral. Subject As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations owing by such Obligor, each Obligor hereby pledges and grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, Agent for the benefit of each the Secured Creditors and, with respect to Shared Collateral, to the Shared Lien Collateral Agent for the benefit of the Secured Parties, Creditors as applicable, hereinafter provided a first priority, security interest in all of such Obligor's right, title and Xxxx interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and on its interests in the following, whether now owned by such Obligor or hereafter acquired and whether now existing or arisinghereafter coming into existence (all of the property described in this Section 3 being collectively referred to herein as "Collateral"):
(a) all Accounts:
(b) all Chattel Paper;
(c) all Deposit Accounts;
(d) all Documents;
(e) all Equipment;
(f) all Fixtures;
(g) all General Intangibles;
(h) all Goods not covered by the other clauses of this Section 3;
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretoPledged Shares;
(iij) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveall Instruments, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and including all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoPromissory Notes;
(iiik) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such CollateralIntellectual Property;
(ivl) each Collateral Accountall Inventory;
(m) all Investment Property not covered by other clauses of this Section 3, including but not limited to any all Securities, all Securities Accounts and all funds Security Entitlements with respect thereto and financial assets on deposit therein or credited theretoFinancial Assets carried therein, and all Commodity Accounts and Commodity Contracts;
(n) all Letter-of-Credit Rights;
(o) all commercial tort claims, as defined in Section 9-102(a)(13) of the NYUCC, arising out of the events described in Annex 8;
(p) all other tangible and intangible personal property whatsoever of such Obligor; and
(vq) all Proceeds of any of the Collateral, all Accessions to and substitutions and replacements for, any of the Collateral, all Supporting Obligations with respect to any of the Collateral and all proceeds offspring, rents, profits and products of any of the Collateral, and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Obligor), IT BEING UNDERSTOOD, HOWEVER, that (A) in the case of any of the foregoing Collateral includingthat consists of general or limited partnership interests in a general or limited partnership or any Shares in a Joint Venture, without limitationthe security interest hereunder shall be deemed to be created only to the maximum extent permitted under the applicable organizational instrument or joint venture agreement pursuant to which such entity is formed or governed, all (B) in no event shall the security interest granted under this Section 3 attach to (1) any lease, license, contract, property rights or agreement to which such Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest therein would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the records of Uniform Commercial Code as in effect in the Guarantor concerning any of the foregoing Collateral; excluding relevant jurisdiction), (A2) any funds properly withdrawn from Equipment owned by any Obligor on the date hereof or hereafter acquired that is subject to a Collateral Account (or that could Lien securing Indebtedness permitted to be withdrawn incurred pursuant to Section 7.01(f) of the Credit Agreement if deposited the contract or credited to a Collateral Accountother agreement in which such Lien is granted (or the documentation providing for such Indebtedness) validly prohibits the creation of any other Lien on such Equipment and (3) any Fixtures located on premises leased by the Obligors to the extent usedthe pledge thereof or grant of a security interest therein (x) is prohibited by the lease governing such premises or (y) would result in the forfeiture of any Obligor's right, pursuant title or interest therein under applicable law, (C) the security interest created hereby in Shares constituting voting stock of any Issuer that is a Foreign Subsidiary shall be limited to the terms that portion of such voting stock that does not exceed 65% of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any aggregate issued and outstanding voting stock of such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, Issuer and (BD) for the proceeds avoidance of such withdrawn funds (doubt, the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding security interest created hereby is not a conditional or an absolute assignment of any of the foregoing or anything to the contrary in this Credit Agreement Trademark Collateral or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 2 contracts
Samples: Security Agreement (Krispy Kreme Doughnuts Inc), Second Lien Security Agreement (Krispy Kreme Doughnuts Inc)
Collateral. Subject The Secured Obligations shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower in the following personal property: all Receivables and all letter of credit rights and insurance relating to such Receivables; all Purchase Agreements; all documents of title with respect to any Qualified Commodity including, without limitation, warehouse receipts (both tangible and electronic); all storage agreements relating to Qualified Commodities; Renewable Identification Numbers; Hedging Accounts and Hedging Agreements; investment property, deposit accounts, Qualified Commodities, general intangibles relating to the terms foregoing; chattel paper, including leases for Precious Metals and all rights, title and benefit of the applicable Collateral DocumentsBorrower under such leases, rights to secure the payment merchandise and performance other goods which is represented by, arises from, or relates to any of the Obligations hereunderforegoing; supporting obligations and security interests relating to the foregoing; monies, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grantpersonal property, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each interests in personal property of the Secured PartiesBorrower of any kind or description held by any Lender, as applicableand all dividends and distributions on or other rights in connection with any such property; supporting evidence and documents relating to any of the above-described property; and accessions and additions to, a first priorityand substitutions and replacements of, security interest any and Xxxx all of the foregoing, in and on its interests in the following, each case whether now owned or hereafter acquired or arising:
(i) any , and all Unfunded Capital Commitments proceeds thereof. The Borrower acknowledges and agrees that the Liens on the Collateral shall be granted to the Administrative Agent for the benefit of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments holders of the Investors constituting Collateral in clause (i) aboveSecured Obligations, (x) the Constituent Documentsand shall be valid and perfected first priority Liens subject, (y) the Subscription Agreements and Side Lettershowever, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited toto Liens permitted by Section 8.8 hereof, in each case of clauses (x), (y) pursuant to one or more Collateral Documents from the Borrower in form and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description substance satisfactory to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinAgent.
Appears in 2 contracts
Samples: Credit Agreement (StoneX Group Inc.), Credit Agreement (StoneX Group Inc.)
Collateral. Subject As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of its Secured Obligations, each Obligor hereby pledges and grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, Agent for the benefit of each the Secured Parties as hereinafter provided a security interest in all of such Obligor’s right, title and interest in, to and under all of the Secured Partiesfollowing property and assets, as applicablein each case whether tangible or intangible, a first prioritywherever located, security interest and Xxxx in and on its interests in the following, whether now owned by such Obligor or hereafter acquired and whether now existing or arising:hereafter coming into existence (all of the property described in this Section 4 being collectively referred to herein as “Collateral”):
(ia) any all Accounts, all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls Security Entitlements with respect theretothereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims;
(iib) to the extent relating related to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveany Collateral, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoSupporting Obligations;
(iiic) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under related to any of the foregoing Collateral and any and Collateral, all security books, correspondence, credit files, records, invoices and other property with respect papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretoObligor); and
(vd) any and all proceeds Proceeds of any of the foregoing Collateral includingCollateral. IT BEING UNDERSTOOD, without limitationHOWEVER, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding that (A) in no event shall the security interest granted under this Section 4 attach to (1) any funds properly withdrawn from contract, property rights, obligation, instrument or agreement to which an Obligor is a Collateral Account party (or that could be withdrawn pursuant to any of its rights or interests thereunder) if the Credit Agreement if deposited grant of such security interest would constitute or credited to result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) a Collateral Account) to the extent used, breach or termination pursuant to the terms of the Guarantor’s Governing Documentsof, to purchase Portfolio Investments or a default under, any such contract, property rights, obligation, instrument or agreement (other than Permitted Investments deposited in or credited to the extent that any such accountterms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), to make payments or distributions to Investors in accordance with the terms hereof or for (2) any other purpose permitted under the Guarantor’s Governing Documents and this Credit AgreementExcluded Assets, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or notwithstanding anything to the contrary provided in this Credit Agreement or any other Loan Document (i) Agreement, the term “Collateral” shall not include include, and the Unfunded Capital Commitments of the SOX InsidersObligors shall not be deemed to have granted a security interest in, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, Excluded Assets and (iiB) the term “Collateral” shall not include any Portfolio InvestmentObligors, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition by notice to the Collateral Accounts Agent, exclude from the grant of a security interest provided above in this Section 4, any Special Equity Interest designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that will not be considered “Collateral” and the Borrower may at any later time rescind any such other accounts shall not be subject designation by similar notice to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinCollateral Agent).
Appears in 2 contracts
Samples: Guarantee, Pledge and Security Agreement (Capitala Finance Corp.), Guarantee, Pledge and Security Agreement (Capitala Finance Corp.)
Collateral. Subject to the terms of the applicable Collateral Documents, to To secure the full and complete payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security AgreementSecured Obligations, the related financing statements Borrower shall execute and deliver or cause to be executed and delivered the documents described below covering the property and collateral described in this Section 6.14 (which, together with any other related documentsproperty and collateral which may now or hereafter secure the Secured Obligations or any part thereof, is sometimes herein called the Guarantor shall grant“Collateral”):
(a) The Borrower will, and shall pledge and/or assign by way will cause each of securityits Material Domestic Subsidiaries to, grant to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, priority security interest (subject only to Permitted Liens) in all of its Accounts, chattel paper, instruments, documents, books, records, letter-of-credit rights, Inventory, machinery, equipment, Rolling Stock, financial assets, investment property, contract rights, deposit accounts, trademarks, patents, copyrights, other material intellectual property, payment intangibles, other general intangibles, commercial tort claims, 100% of Equity Interests in its Material Domestic Subsidiaries and Xxxx 66% of Equity Interests in Foreign Subsidiaries owned directly by the Borrower or any Domestic Subsidiary, and on its interests in other personal property subject to the followingLien granted pursuant to the Security Agreement, whether now owned or hereafter acquired acquired, and all products and cash and non-cash proceeds thereof, pursuant to the Security Agreement, provided in all cases that, notwithstanding anything to the contrary herein or arising:
in the other Loan Documents, (i) any perfection and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not priority in such collateral shall be limited to the right extent that perfection may be obtained (A) by the filing of a centralized UCC-1 financing statement, (B) by patent, trademark or copyright office filings in the United States of America (provided, that following the Closing Date the Administrative Agent shall only perfect its security interest in after-acquired patents, trademarks and copyrights to draw down Investor Capital Contributions the extent such intellectual property is material to the business of any Loan Party as reasonably determined by such Loan Party), (C) by possession and indorsement of stock certificates, chattel paper and instruments, (D) automatically pursuant to the UCC, (E) by entering into deposit account or securities account control agreements, (F) by the filing of UCC-1 financing statements on such Unfunded Capital Commitments from such Investors Aggregates constituting as-extracted collateral in the applicable real property records, (G) by compliance with the procedures set forth in any applicable certificate of title statutes for perfecting a Lien on Rolling Stock, including the notation of the Administrative Agent’s Lien on the certificates of title therefor, but only to the extent authorized under Section 6.14(c), and to issue Investor Capital Calls (H) in the case of locomotives and railcars, by the filing of a mortgage or security agreement with respect thereto;
the Surface Transportation Board of the U.S. Department of Transportation, and (ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but security interest shall not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding cover (A) any funds properly withdrawn from fixtures or real property, (B) any assets subject to a Collateral Account Lien permitted by clause (f) of the definition of “Permitted Liens”, or that could be withdrawn pursuant (C) any assets with respect to which there are effective and enforceable legal restrictions against the granting of a security interest therein. Notwithstanding clause (i)(F) above to the Credit Agreement if deposited contrary, the Administrative Agent will not perfect its Lien on Aggregates constituting as-extracted collateral by the filing of financing statements in the applicable real property records until the first to occur of (1) an Event of Default, (2) Availability is less than $60,000,000, or credited (3) notice of a transaction described in clause (b) below (in which case the Administrative Agent shall only perfect its Lien on Aggregates constituting as-extracted collateral located at the relevant property).
(b) The Borrower shall, and shall cause each Subsidiary to, provide the Administrative Agent with not less than 30 days prior written notice of its intention to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments xxxxx x Xxxx securing Debt (other than Permitted Investments deposited the Obligations) on the Mill Creek, Bridgeport, Midlothian, Hunter or Oro Grande plants or any other real estate at which Aggregates with a Value equal to or exceeding $5,000,000 are located, which notice shall include a legal description of such real estate and the name of the fee owner thereof. Neither the Borrower nor any Subsidiary shall xxxxx x Xxxx described in the preceding sentence until after such time as the Administrative Agent has filed a UCC-1 financing statement in the applicable real property records perfecting its Lien in any Aggregates constituting as-extracted collateral that are mined or credited extracted from such real estate.
(c) Within 60 days following the Closing Date, the Borrower shall, and shall cause each Subsidiary to, (i) use commercially reasonable efforts to any such account)provide the Administrative Agent with each certificate of title evidencing Rolling Stock then constituting Collateral and a mortgage or security agreement describing all locomotives and railcars then constituting Collateral, in form and substance satisfactory to make payments or distributions to Investors in accordance the Administrative Agent, for filing with the terms hereof or for any other purpose permitted under Surface Transportation Board of the Guarantor’s Governing Documents and this Credit AgreementU.S. Department of Transportation, and (Bii) agree with the proceeds Administrative Agent as to which items of such withdrawn funds (Rolling Stock evidenced by a certificate of title shall have the items Administrative Agent’s Lien noted on the certificates of title therefor in (A) and (B)order to provide the Administrative Agent with perfected Liens on such Rolling Stock with significant NOLV while excluding such Rolling Stock with de minimis value. Following the receipt of such mortgage or security agreement, collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to Administrative Agent shall file the contrary in this Credit Agreement or any other Loan Document (i) same with the term “Collateral” shall not include the Unfunded Capital Commitments Surface Transportation Board of the SOX InsidersU.S. Department of Transportation, including but not limited to and following receipt of such certificates of title and the right to draw down Investor Capital Contributions on completion of such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection agreement with the Swap AgreementsBorrower as to which of such certificates shall have the Administrative Agent’s Lien noted thereon, (iv) the Collateral may be subject Administrative Agent shall arrange for such notations and otherwise perfect such Lien. As the Borrower and its Subsidiaries from time to Permitted Lienstime acquire additional locomotive and railcars, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition they shall give prompt notice thereof to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and shall provide to the Secured Parties shall not have any Lien on any property that is not “Collateral”, except Administrative Agent additional mortgages and security agreements (or amendments or supplements to previous mortgages and security agreements) describing such additional locomotives and railcars and in connection form and substance satisfactory to the Administrative Agent for filing with any Swap Agreement, as provided therein.the Surface Transportation Board of the U.S.
Appears in 2 contracts
Samples: Credit Agreement (Texas Industries Inc), Credit Agreement (Texas Industries Inc)
Collateral. Subject (a) Payment of the Notes will be secured by the first liens and first security interests created or described in the following (the “Security Documents”):
(i) Security Agreements (collectively the “Security Agreements”) of even date, executed by Borrowers, respectively, in favor of Lender, and covering all assets of Borrowers (collectively the “Collateral”); and (ii) all other security documents now or hereafter executed in connection with this Loan Agreement. If requested by Lender, Borrowers will execute in favor of Lender security agreements, financing statements, assignments, or amendments, in Proper Form (as defined below), necessary or desirable to evidence or perfect the liens and security interests of Lender in the Collateral. Borrowers further agree to deliver Landlord’s Waivers in Proper Form, as reasonably requested by Lender from time to time, signed by the landlords of any real property leased by Borrowers upon which the Collateral is now or hereafter located.
(b) Payment of the Notes owed by each of the Borrowers will be guaranteed by the other Borrower pursuant to Guaranties of even date herewith, executed by Borrowers, respectively, in favor of Lender; and payment of the Notes will also be contingently guaranteed by each of the Guarantors pursuant to Guaranties of even date herewith, executed by each of the Guarantors in favor of Lender. The Guaranties now or hereafter signed by Borrowers and Guarantors, and all replacements for those Guaranties, as amended, shall be collectively called the “Guaranties.” The liability of the Guarantors under the Guaranties shall only be triggered if there is an Event of Default (as defined below), which is not cured on or before the end of any notice, cure, or grace period required under this Loan Agreement. Once triggered, the liability of each of the Guarantors shall be limited to the terms amounts stated in Schedule 1, and the Guaranties shall remain valid and subsisting, even if the Event of Default is later cured, until otherwise UROLOGY ASSOCIATES OF NORTH TEXAS, L.L.P., et al November 7, 2008 agreed in writing by Lender. So long as there is no existing Event of Default, Lender will consider Borrower’s written request to release one or more of the applicable Collateral DocumentsGuarantors, who have transferred their ownership interest in Borrower, so long as (1) Borrower proposes a replacement guarantor reasonably acceptable to secure Lender, and that replacement guarantor signs and delivers a limited guaranty in Proper Form, or (2) Borrower proposes the payment and performance increase of the Obligations hereunderliability limits of one or more of the Guarantors to replace the released Guarantors, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documentsaffected Guarantors sign and deliver an amendment in Proper Form evidencing such increase. Any release of a Guarantor, replacement of a Guarantor, or increase of the Guarantor shall grantGuarantors’ liability limits is subject to appropriate credit approval by Lender.
(c) Unless a security interest would be prohibited by law or would render a nontaxable account taxable, Borrowers grant to Lender a contractual possessory security interest in, and shall pledge and/or assign hereby assigns and transfers to Lender all Borrowers’ rights in any deposits or accounts now or hereafter maintained with Lender (whether checking, savings, or any other account), excluding, however, accounts maintained by way Borrowers, or either of securitythem, at Lender for the purpose of revenue distribution to the Administrative Agent, third parties entitled to those revenues and any other accounts held by Borrowers for the benefit of each of a third party. Borrowers authorize Lender, to the Secured Partiesextent permitted by applicable law, as applicable, a first priority, security interest and Xxxx in and to charge or setoff any sums owing on its interests in the following, whether now owned or hereafter acquired or arising:
(i) Loans against any and all Unfunded Capital Commitments such deposits and accounts; provided, however, that Lender shall not exercise any setoff under this Subsection (c) unless there is an existing Event of Default; and Lender shall be entitled to exercise the Investors, whether now rights of offset and banker’s lien against all such accounts and other property or hereafter committed, including but not limited to assets of Borrowers with or in the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) possession of Lender to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any full amount of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinLoans.
Appears in 2 contracts
Samples: Loan Agreement (USMD Holdings, Inc.), Loan Agreement (USMD Holdings, Inc.)
Collateral. Subject to (a) For the terms purposes of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security this Agreement, all assets (other than the related financing statements Equity Interests of and the in Countryplace Acceptance Corporation) of any Grantor (other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, than a first priority, security interest and Xxxx in and on its interests in the followingLimited Pledgor), whether now presently existing or owned or hereafter acquired arising or arisingacquired, of any kind or nature and wherever located, in which a Grantor (other than a Limited Pledgor) now has or at any time in the future may acquire any right, title or interests, including all of the following property, is collectively referred to as the “All Assets Collateral”:
(i) all accounts, chattel paper (including electronic chattel paper), deposit accounts, documents (as defined in the UCC), equipment, general intangibles, instruments, inventory, investment property and any Support Obligations related thereto;
(ii) the commercial tort claims described on Schedule II and on any supplement thereto received by the Secured Party pursuant to Section 4.08;
(iii) all Unfunded Capital Commitments property of such Grantor held by the InvestorsSecured Party, whether now including all property of every description, in the custody of or hereafter committedin transit to the Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash;
(iv) all other goods (including but not limited to fixtures) and personal property of such Grantor, whether tangible or intangible and wherever located;
(v) all books, records and other documentation pertaining to the right other property described in this Section 2.01; and
(vi) to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors the extent not otherwise included, all proceeds of the foregoing;
(b) For the purposes of this Agreement, all of the following property, whether presently existing or owned or hereafter arising or acquired and wherever located, by a Limited Pledgor, or in which a Limited Pledgor now has or at any time in the future may acquire any right, title or interests is collectively referred to issue Investor Capital Calls as the “Limited Collateral” and, together with respect theretothe All Assets Collateral, the “Collateral”:
(i) all Pledged Equity Interests in each Pledged Entity;
(ii) all rights, interests and claims with respect to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral Pledged Equity Interests in clause (i) aboveeach Pledged Entity, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) including under any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors Pledged Collateral Agreement with respect theretoto such Pledged Entity;
(iii) any and all agreementsbooks, instruments records and other documents of every kind or description documentation pertaining to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateraldescribed in this Section 2.01(b);
(iv) each Collateral Accountto the extent not otherwise included, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.foregoing;
Appears in 2 contracts
Samples: Security Agreement (Palm Harbor Homes Inc /Fl/), Security Agreement (Cavco Industries Inc)
Collateral. Subject to As collateral security for the terms prompt performance, observance and payment in full of all of the applicable Collateral DocumentsObligations, Borrowers hereby jointly and severally grant, pledge and assign to secure the payment each of Lenders and performance Agent, and also confirm, reaffirm and restate their prior grant, pledge and assignment to each of Lenders and Agent of, a continuing security interest in and liens upon, and rights of setoff against, all of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether following now owned or and hereafter acquired or arising:
existing assets and properties of Borrowers (i) which assets and properties, together with all other collateral security for the Obligations of any and all Unfunded Capital Commitments of the Investors, whether time now or hereafter committed, including but not limited granted to or otherwise held or acquired by Agent and/or Lenders are referred to herein as the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;"Collateral"):
(iia) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause all Accounts; (ib) aboveall monies, (x) the Constituent Documentssecurities, (y) the Subscription Agreements and Side Letterscredit balances, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security deposit accounts and other property and the proceeds thereof, now or hereafter held or received by, or in transit to, Agent, Lenders or any Participant or their affiliates, or at any other depository or other institution from or for the account of Borrowers, whether for safekeeping, pledge, custody, transmission, collection or otherwise and all of Borrowers' deposits (general or special), balances, sums and credits with Agent, Lenders or any Participant at any time existing; (c) all right, title and interest, and all enforcement and other rights, remedies, and security and liens, in, to and in respect of the Accounts and other Collateral, including, without limitation, rights of stoppage in transit, replevin, repossession, sequestration and reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, guaranties or other contracts of suretyship with respect to such Collateral;
(iv) each Collateral Accountthe Accounts, including but not limited to any and all funds and financial assets on deposit therein letters of credit, deposits or credited thereto; and
(v) any and all proceeds other security for the obligation of any Account Debtor, credit and other insurance; (d) all right, title and interest in, to and in respect of the foregoing Collateral all goods relating to Accounts, including, without limitation, all goods described in invoices, documents, and other forms of store receipts, credit card sales drafts, credit card sales slips or charge slips or receipts, contracts or instruments with respect to, or otherwise representing or evidencing, any Account or other Collateral, including, without limitation, all returned, reclaimed or repossessed goods; and (e) all deposit accounts;
5.2 all present and future contract rights (other than contract rights relating specifically and exclusively to equipment and real property other than the Omaha Real Property), general intangibles (including, but not limited to, tax and duty refunds, registered and unregistered patents, trademarks, service marks, copyrights, trade names, applications for the foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer lists, licenses, whether as licensor or licensee, choses in action and other claims and existing and future leasehold interests in equipment, real estate and fixtures), chattel paper, documents, instruments, securities and other investment property, credit card sales drafts, credit card sales slips or charge slips or receipts and other forms of store receipts, letters of credit, bankers' acceptances and guaranties;
5.3 all Inventory;
5.4 all Omaha Real Property;
5.5 all present and future books and records of the Guarantor concerning relating to any of the foregoing Collateralabove, including, without limitation, all ledgers, books of account, records, tapes, cards, computer programs, computer disks or tape files, computer printouts, computer runs, computer data and other computer prepared information in the possession or control of Borrowers, any computer service bureau or other third person; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms and
5.6 all products and proceeds of the Guarantor’s Governing Documentsforegoing, in any form, including, without limitation, any insurance proceeds and any claims against third persons for loss or damage to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to destruction of any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments all of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinforegoing.
Appears in 2 contracts
Samples: Loan and Security Agreement (Pamida Inc /De/), Loan and Security Agreement (Pamida Holdings Corp/De/)
Collateral. Subject to As collateral security for the terms payment in full when due (whether at stated maturity, by acceleration or otherwise) of the applicable Collateral DocumentsSecured Obligations, to secure the payment each Obligor hereby pledges and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, grants to the Administrative Agent, Agent for the ratable benefit of each of the Secured PartiesCreditors, as applicablehereinafter provided, a first priority, security interest in all of such Obligor’s right, title and Xxxx interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and on its interests in the following, whether now owned by such Obligor or hereafter acquired and whether now existing or arisinghereafter coming into existence:
(a) all Accounts, Chattel Paper, Collateral Accounts, Deposit Accounts, Documents, Equipment, General Intangibles, Instruments, Inventory, Investment Property, money; and
(b) the following (collectively, the “Security Collateral”):
(i) any the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all Unfunded Capital Commitments dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the InvestorsInitial Pledged Equity, all warrants, rights or options issued thereon or with respect thereto and all general intangibles (including membership status, control rights and economic interests) arising therefrom;
(ii) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt;
(iii) all additional shares of stock and other Equity Interests from time to time acquired by such Obligor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interest, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests, all warrants, rights or options issued thereon or with respect thereto and all general intangibles (including membership status, control rights and economic interests) arising therefrom;
(iv) all additional indebtedness from time to time owed to such Obligor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness;
(v) the Securities Accounts, all security entitlements with respect to all financial assets from time to time credited to the Securities Accounts, and all financial assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such security entitlements or financial assets and all warrants, rights or options issued thereon or with respect thereto; and
(vi) all other investment property (including, without limitation, all (A) securities, whether now certificated or hereafter committeduncertificated, including but not limited (B) security entitlements, (C) securities accounts, (D) commodity contacts and (E) commodity accounts) in which such Obligor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the right certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to draw down Investor Capital Contributions on time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Unfunded Capital Commitments from such Investors investment property and to issue Investor Capital Calls all warrants, rights or options issued thereon or with respect thereto;
(iic) all Proceeds of, collateral for, income, royalties and other economic rights or payments now or hereafter due and payable with respect to, any of the Collateral, all substitutions and replacements for, any of the Collateral, cash and, to the extent relating related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the Unfunded Capital Commitments of possession or under the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, control of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement Obligor or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited computer bureau or service company from time to the right to draw down Investor Capital Contributions on time acting for such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.Obligor),
Appears in 2 contracts
Samples: 364 Day Revolving Credit Agreement (KKR & Co. Inc.), 364 Day Revolving Credit Agreement (KKR & Co. Inc.)
Collateral. Subject to the terms of the applicable Collateral DocumentsThe Obligations, to secure the payment including, without limitation, Rate Management Obligations and performance of the Obligations hereunderBanking Services Obligations, pursuant to a Collateral Account Pledgeshall be secured by (a) valid, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grantperfected, and shall pledge and/or assign by way of securityenforceable Liens on all right, to the Administrative Agenttitle, for the benefit and interest of each of the Secured PartiesCredit Parties and each Subsidiary (other than Addus FEA) in all capital stock and other Equity Interests held by such Person in each of its Subsidiaries, as applicablewhether now owned or hereafter formed or acquired, a first priorityand all Proceeds thereof, security and (b) valid, perfected, and enforceable Liens on all right, title, and interest of each of the Credit Parties and Xxxx each Subsidiary (other than Addus FEA) in all personal property, fixtures, and on its interests in the followingreal estate, whether now owned or hereafter acquired or arising:
, and all Proceeds thereof. Furthermore, (i) any and all Unfunded Capital Commitments Holdings will cause 100% of the Investorsissued and outstanding Equity Interests of each direct and indirect Subsidiary of Holdings, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, Addus FEA, to be subject at all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited times to a Collateral Account) to the extent usedfirst priority, perfected Lien and pledge in favor of Agent pursuant to the terms and conditions of this Agreement, and the applicable Collateral Documents or other security documents as Agent shall reasonably request. Notwithstanding the foregoing, the Lien of Agent shall not extend to and Collateral (or any asset or property comprising the Collateral) shall not include the following Property (all of the Guarantor’s Governing Documents, to purchase Portfolio Investments following being the “Excluded Assets”): (i) other than Permitted Investments deposited Accounts, any lease, license, permit or agreement to which any Credit Party is a party to the extent, but only to the extent, that such a grant would, under the terms of such lease, license, permit or agreement, result in a breach of the terms of, invalidate, or credited constitute a default under, such lease, license, permit or agreement or to the extent any requirement of law prohibits the grant of a Lien thereon; (ii) any Property that is the subject of a Lien securing any purchase money Indebtedness or Capital Lease permitted under this Agreement pursuant to an agreement the terms of which prohibit such Credit Party from granting any other Liens on such Property (with respect to clauses (i) and (ii), other than to the extent that any such term or prohibition would be rendered ineffective pursuant to the UCC or other applicable law); provided, that with respect to any such account)limitation described in the foregoing clauses (i) or (ii) (A) upon the request of the Agent, such Credit Party shall in good faith use commercially reasonable efforts to obtain any requisite consent for the creation of such Lien in favor of the Agent on such Property, (B) immediately upon the ineffectiveness, lapse or termination of any such restriction, the Collateral shall include, and such Credit Party shall be deemed to have granted a Lien on such Property under the applicable Collateral Documents as if such restriction had never been in effect; and (C) notwithstanding any such restriction, the Collateral shall, to make payments the extent such restriction does not by its terms apply thereto and such rights and Proceeds do not otherwise constitute Excluded Assets, include all rights incident or distributions appurtenant to Investors any such Property, and the right to receive all Proceeds derived from, or in accordance connection with the terms hereof sale, assignment or transfer of, such Property; (iii) more than 65% of the total of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Credit Party or any Domestic Subsidiary or any assets of any Foreign Subsidiary of the Credit Parties if in any such case Agent’s Lien on such Property would create a significant risk of a material adverse tax consequence to the Credit Parties; (iv) any “intent to use” applications for any other purpose permitted under Trademarks for which a statement of use has not been filed and accepted with the GuarantorUnited States Patent and Trademark Office; or (v) those assets as to which Agent determines in its Permitted Discretion the cost of obtaining a Lien therein in favor of Agent or the perfection thereof are excessive in relation to the benefit to the Lenders afforded by such Lien. Furthermore, the Lien of Agent need not be perfected in the following Property: (a) in each case with Agent’s Governing Documents prior written consent, (i) deposit accounts for xxxxx cash supporting local operations so long as the amounts on deposit in such deposit accounts do not exceed $10,000 in the aggregate for all such accounts, (ii) deposit account number xxxx7086 with Citibank so long as such deposit account (x) is used solely to disburse payment of workers compensation claims related to a Credit Party that have been funded by Agent and this Credit Agreement, (y) has a balance of no more than the sum of (A) 100% of the total workers compensation claims amount being paid and (B) $50,000 (representing the proceeds minimum balance required amount) (or such greater minimum balance required amount agreed to in writing by Agent in its sole discretion) and (iii) payroll accounts so long as such payroll accounts (x) are used solely to disburse payroll for Credit Party employees and (y) have a balance of such withdrawn funds (the items in no more than either (A) 110% of the total payroll amount being paid for such week prior to the disbursement of such weekly payroll or (B) $30,000 for each such account after the disbursement of such weekly payroll (collectively, the “Excluded Accounts”); and (B)b) until an Event of Default has occurred and is continuing and thereafter until otherwise required by the Agent or the Required Lenders, collectively on vehicles which are subject to a certificate of title law (collectively, the “Excluded ProceedsVehicles”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Addus HomeCare Corp), Credit and Guaranty Agreement (Addus HomeCare Corp)
Collateral. Subject to For valuable consideration, the terms receipt and sufficiency of the applicable Collateral Documentswhich are hereby acknowledged, and in order to secure the payment and performance of the Obligations hereunder“Guaranteed Obligations” as defined in that certain Continuing Guaranty, pursuant to a Collateral Account Pledgedated as of the date hereof, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign made by way Debtor in favor of security, to the Administrative AgentSecured Party, for the benefit of each itself and Lenders (as the same may be amended, supplemented, modified, extended or restated from time to time, the “Guaranty”), Debtor hereby grants to Secured Party, for the benefit of Secured Party and the Secured Parties, as applicableother Lenders, a first priority, continuing security interest in all of Debtor’s estate, right, title and Xxxx interest in and on its interests in to the followingfollowing property, wherever located and whether now owned existing or hereafter acquired arising or arisingacquired:
(i) any accounts, receivables and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
accounts receivable (ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all right to payment for the provision of communications services and related equipment sales and leasing or any other services or goods and health-care-insurance receivables), whether or not earned by performance, and all guaranties and security and instruments therefor, and all goods and rights represented thereby or arising therefrom, including the rights of stoppage in transit, replevin and reclamation; (ii) goods, inventory and supplies (including, without limitation, returned or repossessed goods); (iii) chattel paper (including, without limitation, electronic chattel paper); (iv) instruments (including, without limitation, promissory notes); (v) investment property (including, without limitation, certificated and uncertificated securities, security accounts, securities entitlements, margin accounts, commodity contracts and commodity accounts) letters of credit and letter-of-credit rights (in either case, whether or not the letter of credit is evidenced by a writing); (vi) documents; (vii) fixtures; (viii) general intangibles (including, without limitation, payment intangibles, contracts and contract rights (including, without limitation, construction contracts, subscriber contracts, customer lists and marketing lists, customer service agreements, subscription agreements, franchise agreements, management agreements, rights-of-ways, easements, pole and antennae attachment agreements, transmission capacity agreements, tower attachment leases and public utility contracts), leases of personal property, choses or things in action, litigation rights and resulting judgments, goodwill, patents, trademarks, service marks, websites, domain names and other intellectual property, tax refunds, miscellaneous rights to payment, entitlements and investments, software and computer programs, invoices, books, records and other information relating to or arising out of Debtor’s business, and, to the extent permitted by Applicable Law, all licenses and permits issued by any federal or state governmental body or regulatory authority, including, without limitation, any license issued by the FCC or any PUC); (ix) equipment (including, without limitation, telecommunications and radio transmitting and receiving equipment, antennae, towers, microwave communication equipment, machinery, computers, parts, tools, implements, poles, posts, cross-arms, conduits, ducts, lines (whether underground or overhead or otherwise), wires, cables, exchanges, CODECs, switches (including, without limitation, host switches and remote switches), testboards, amplifiers, racks, frames, motors, generators, batteries, items of central office equipment, pay-stations, protectors, subscriber equipment, instruments, connections and appliances used, useful or acquired for use in the business of Debtor or the operation of Debtor’s properties); (x) supporting obligations; (xi) commercial tort claims; and, (xii) to the extent not covered by the above, all other personal property of Debtor of every type and description, including, without limitation, interests or claims in or under any policy of insurance, tort claims, deposit accounts, deposits, collection accounts, money, and judgments; together with all increases, substitutions, replacements, attachments, accessions and additions to any of the records foregoing, and all products and proceeds of any of the Guarantor concerning foregoing, and rents, offspring, revenues and profits therefrom, including, without limitation, the proceeds of any insurance policies (whether or not Secured Party is the loss payee thereof) and under any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to collectively, the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein).
Appears in 2 contracts
Samples: Security Agreement, Security Agreement
Collateral. Subject to the terms All of the applicable Collateral Documentsyour right, title and interest in, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of under each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the followingfollowing items of property, whether now owned or hereafter acquired acquired, now existing or arisinghereafter created and wherever located, are hereinafter referred to as the "COLLATERAL":
(i) any a. all Assets;
b. all Collateral Documents, including without limitation all promissory notes relating to or evidencing the Assets, and all Unfunded Capital Commitments of the InvestorsServicing Records, whether now servicing agreements and any other collateral pledged or hereafter committedotherwise relating to such Collateral, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and to issue Investor Capital Calls with respect other books and records relating thereto;
(ii) c. all securities, monies or property representing dividends or interest on any of the foregoing, or representing a distribution in respect of the foregoing, or resulting from a split-up, revision, reclassification or other like change of the foregoing or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the extent holders of, or otherwise in respect of, the foregoing.
d. all Pooling and Servicing Agreements;
e. all Collection Accounts and amounts on deposit therein;
f. all Cash Collateral Accounts and amounts on deposit therein;
g. all guaranties and insurance (issued by governmental agencies or otherwise) and any insurance certificate or other document evidencing such guaranties or insurance relating to the Unfunded Capital Commitments any item of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties claims and payments thereunder;
h. all other insurance policies and insurance proceeds relating to any item of such Investors’ obligations under the Constituent Documents and Subscription Agreements including Collateral;
i. all Interest Rate Protection Agreements;
j. all Additional Collateral provided to us as described herein;
k. all of your rights, but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting your obligations under any purchase agreements and servicing agreements covering or relating to any item of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of without limitation the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit FIRSTPLUS Purchase Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.FIRSTPLUS Servicing Agreement to which you are a party;
Appears in 2 contracts
Samples: Loan and Security Agreement (Firstplus Financial Group Inc), Loan and Security Agreement (Firstplus Financial Group Inc)
Collateral. Subject to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a the related Collateral Account PledgePledges, a Security AgreementAgreements, the related financing statements and the other related documents, the Guarantor (A) Primary Borrower shall grant, by way of pledge and shall pledge and/or assign assignment by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, and (B) each Pledgor and Pledgor General Partner, as applicable, shall grant, by way of pledge and assignment by way of security, to the Primary Borrower, in each case, a first priority, security interest and Xxxx Lien in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto;
(v) all of the Primary Borrower’s rights, titles, interests, remedies and privileges related to, appurtenant to or arising out of the Pledgor Security Agreement, the Pledgor Collateral Account Pledge and the Pledgor Acknowledgment and Confirmation, each executed by a Pledgor for the benefit of, and pledged to, the Primary Borrower; and
(vvi) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor Primary Borrower, a Pledgor or General Partners (as the case may be) concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documentsapplicable Partnership Agreement, to purchase Portfolio Fund Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents Partnership Agreement and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX InsidersEmployee Investors, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX InsidersEmployee Investors, if any, unless so elected by the Guarantor Primary Borrower or Pledgor, as applicable, in its discretion, (ii) the term “Collateral” shall not include any Portfolio Fund Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor Pledgor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties Parties, or the Primary Borrower, as applicable, shall not have any Lien on any property that is not “Collateral”, ” except in connection with any Swap Agreement, as provided therein.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp. II), Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp. II)
Collateral. Subject (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the terms Borrower under Requirements of Law. As collateral security for the applicable Collateral Documentsprompt, to secure the complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security AgreementObligations, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, Borrower hereby grants to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, lien on and security interest in all of the Borrower’s right, title and Xxxx in interest in, to and on its interests in under all of the Borrower’s property, including the following, whether now existing or owned or hereafter arising or acquired or arising:by the Borrower (collectively, the “Collateral”):
(i) any and all Unfunded Capital Commitments of the InvestorsReceivables, whether now existing or hereafter committedacquired, of the Borrower, and any accounts or obligations evidenced thereby, any guarantee thereof, all Collections and all monies due (including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls any payments made under any guarantee or similar credit enhancement with respect theretoto any such Receivables) or to become due or received by any Person in payment of any of the foregoing on or after the related Cut-off Date;
(ii) to the extent relating to the Unfunded Capital Commitments all of the Investors constituting Collateral Borrower’s interest in clause the Financed Vehicles (iincluding Financed Vehicles that have been repossessed) aboveor in any document or writing evidencing any security interest in any Financed Vehicle and each security interest in each Financed Vehicle, (x) the Constituent Documentswhether now existing or hereafter acquired, (y) the Subscription Agreements and Side Letterssecuring each such Receivable, if any, including all proceeds from any sale or other disposition of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoFinanced Vehicles;
(iii) any all of the Borrower’s right, title and all agreements, instruments interest in and other documents of every kind or description to the extent evidencing Purchase Agreement and the Transfer Agreement and remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against the Transferor under or supporting obligations in connection with the Transfer Agreement and by the Transferor against the Originator (assigned to the Borrower) under any of or in connection with the foregoing Collateral and any and all security and other property with respect to such CollateralPurchase Agreement;
(iv) each Collateral the Account Collateral;
(v) the Borrower’s rights to the Collection Account;
(vi) all Original Contract Documents, all Receivable Files, all Authoritative Copies, and the Schedule of Receivables, whether now existing or hereafter acquired, and all right, title and interest of the Borrower in and to the documents, agreements and instruments included in the Original Contract Documents and Receivable Files, including but not limited rights of recourse of the Borrower against the Transferor;
(vii) all of the Borrower’s interest in all Records, documents and writings evidencing or related to the Receivables;
(viii) all of the Borrower’s interest in all rights to payment under all Insurance Policies with respect to a Financed Vehicle, including any monies collected from whatever source in connection with any default of an Obligor with respect to a Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy, whether now existing or hereafter acquired, and all funds proceeds thereof;
(ix) all of the Borrower’s interest in all guaranties, indemnities, warranties, insurance (and financial assets on proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise;
(x) all of the Borrower’s interest in all rights to payment under all service contracts and other contracts and agreements associated with the Receivables;
(xi) all security interests, Liens, guaranties and other encumbrances in favor of or assigned or transferred to the Borrower in and to the Receivables, whether now existing or hereafter acquired, and Financed Vehicles, whether now existing or hereafter acquired;
(xii) all of the Borrower’s interest in any Liquidation Proceeds;
(xiii) the Borrower’s rights to the Credit Reserve Account;
(xiv) all deposit therein or credited theretoaccounts, monies, deposits, funds, accounts and instruments relating to the foregoing; and
(vxv) any all income and all proceeds of the foregoing.
(b) The grant under this Section does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent or any of the foregoing Collateral including, without limitation, Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the records of the Guarantor concerning Collateral or under any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (agreement or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”)instrument relating thereto. Notwithstanding the foregoing or anything Anything herein to the contrary in this Credit Agreement or any other Loan Document notwithstanding, (i) the term “Collateral” Borrower shall not include remain liable under the Unfunded Capital Commitments of the SOX Insiders, including but not limited Contracts to the right extent set forth therein to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests perform all of its duties and obligations thereunder to the SOX Insiders, same extent as if any, unless so elected by the Guarantor in its discretionthis Agreement had not been executed, (ii) the term “Collateral” exercise by the Administrative Agent of any of its rights in the Collateral shall not include release the Borrower from any Portfolio Investment, any Portfolio Assets of its duties or any Excluded Proceeds, obligations under the Collateral and (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) none of the Administrative Agent and the or any Secured Parties Party shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap obligations or liability under the Collateral by reason of this Agreement, as provided thereinnor shall the Administrative Agent or any Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(c) Notwithstanding the foregoing grant of a security interest, no account, instrument, chattel paper or other obligation or property of any kind due from, owned by or belonging to a Person who was a Sanctioned Person at the time the Originator originated or acquired the Receivable shall be Collateral.
Appears in 2 contracts
Samples: Loan and Security Agreement (Carvana Co.), Loan and Security Agreement (Carvana Co.)
Collateral. Subject to the terms of the applicable Collateral Documents, to (a) To secure the full and complete payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security AgreementObligations, the related financing statements and the other related documents, the Guarantor shall grantBorrower shall, and shall pledge and/or assign by way cause each of securityits Subsidiaries, other than the Foreign Subsidiaries, to, on or before the Closing Date, grant to the Administrative Agent, Agent for the benefit of each the Administrative Agent and the Lenders a perfected, first priority Lien on all of the Secured Partiesits right, as applicable, a first priority, security title and interest and Xxxx in and on its interests in to the followingfollowing Property, whether now owned or hereafter acquired or arisingacquired, and the proceeds and products thereof, pursuant to the Security Documents:
(i) any and all Unfunded Capital Commitments capital stock of each of the Investors, whether now Subsidiaries of the Borrower owned as of the Closing Date or hereafter committed, including but not limited to thereafter acquired by the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretoBorrower or any Subsidiary of the Borrower;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements each Lockbox and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder Agency Account and any and all rights to compel performance and enforce the provisions thereof against such Investors cash or guarantors and otherwise pursue remedies against such Investors other moneys credited thereto or guarantors with respect theretoretained therein;
(iii) all capital stock of ICII or any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any Person owned as of the foregoing Collateral and Closing Date or thereafter acquired by the Borrower or any and all security and other property with respect to such Collateral;Subsidiary of the Borrower; and
(iv) each all LHO Loans outstanding as of the Closing Date or thereafter at any time existing, together with all LHO Loan Collateral Account, including but not limited therefor. The Borrower covenants that none of the capital stock to be pledged in accordance with this Section 7.1 shall be subject to any transfer restrictions, ----------- shareholders' agreement or other restriction except for such restrictions under Applicable Laws and all funds such restrictions, if any, as may be reasonably acceptable to the Administrative Agent. In connection with and financial assets on deposit therein or credited thereto; and
in addition to the foregoing, the Borrower and its Subsidiaries shall execute and/or deliver such Security Documents and further agreements, documents and instruments (v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of LHO Loan notes, stock certificates, stock powers, endorsements, collateral assignments, and financing statements) as the Guarantor concerning any of Administrative Agent may reasonably request in order for it to obtain and maintain the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could perfected, first priority Liens to be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors granted in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”)Section 7.1. Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.-----------
Appears in 2 contracts
Samples: Credit Agreement (Imperial Financial Group Inc), Credit Agreement (Imperial Financial Group Inc)
Collateral. Subject Except with respect to (a) Liens on equipment constituting fixtures, (b) any reserved rights of the United States government as required under Law, (c) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses (as such terms are defined in the Guarantee and Collateral Agreement) to the terms extent that (i) such Liens are not otherwise perfected by the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (ii) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (d) Liens on uncertificated securities, (e) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (f) Liens on contracts or Accounts Receivable on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (g) Liens on Proceeds of Accounts Receivable and Inventory, and (h) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable Collateral Documentsjurisdiction, to secure the payment and performance upon filing of the Obligations hereunder, pursuant financing statements delivered to a Collateral Account Pledge, a Security Agreementthe Co-Agents by the Company and its Subsidiaries on the Closing Date in the jurisdictions listed on Schedule 5.24 hereto (which financing statements are in proper form for filing in such jurisdictions), the related financing statements recording of the Mortgages and the recording of the Patent and Trademark Security Agreement (and the making of filings after the Closing Date in any other related documents, jurisdiction as may be necessary under any Requirement of Law) and the Guarantor shall grantdelivery to, and shall pledge and/or assign by way of securitycontinuing possession by, to the Administrative Agent, as agent for the Purchasers and the holders of the Senior Loans, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to each Security Document, when executed and delivered, will constitute valid Liens on and to the extent provided therein perfected security interests in the collateral referred to in such Security Documents (but as to the Copyrights and the Copyright Licenses (as defined in the Guarantee and Collateral Agreement) and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Co-Agents for the ratable benefit of each of the Secured Parties, Parties (as applicable, a first priority, security interest and Xxxx in and on its interests defined in the following, whether now owned or hereafter acquired or arising:
(i) any Guarantee and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (xDocument), (y) and (z)which Liens will be prior to all other Liens of all other Persons, any and all representations, warranties, covenants and other agreements except for Liens in favor of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and holders of the Secured Parties shall not have any Lien on any property Senior Loans pursuant to the Senior Credit Documents, and which Liens are enforceable as such as against all other Persons (except, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction and except to the extent that is not “Collateral”recording of an assignment or other transfer of title to the Purchasers in the United States Patent and Trademark Office may be necessary for such enforceability), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in connection with any Swap Agreement, as provided thereinequity or at law).
Appears in 2 contracts
Samples: Note Purchase Agreement (Telex Communications Inc), Note Purchase Agreement (Telex Communications Inc)
Collateral. Subject to the terms of the applicable Collateral DocumentsExcept as specified in Schedule 2.16(a) hereto, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arisingbe secured at all times by:
(i) a first priority perfected security interest in and lien upon all presently owned and hereafter acquired tangible and intangible personal property and fixtures of each Borrower, including without limitation any intercompany notes, obligations or agreements, subject only to (A) any Permitted Liens and all Unfunded Capital Commitments (B) the exclusion of any License, except to the extent (if any) that such a security interest is permitted or not prohibited by the Act (as defined in Section 4.08), and the rules, regulations and policies of the InvestorsFCC (but including, whether now to the maximum extent permitted by law, all rights incident or hereafter committedappurtenant to any such License, including but not limited to without limitation the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments receive all proceeds derived or arising from such Investors and to issue Investor Capital Calls or in connection with respect theretothe sale, assignment or transfer thereof);
(ii) first mortgages on all presently owned and hereafter acquired real estate owned by each Borrower, subject only to the extent relating any Permitted Liens, together with mortgagee’s title insurance policies acceptable to the Unfunded Capital Commitments of the Investors constituting Administrative Agent and Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoAgent;
(iii) any and collateral assignments of or leasehold mortgages on all agreementsreal estate leases, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under in each case, in which any of the foregoing Borrowers now has or may in the future have an interest, subject only to any Permitted Liens, and such third party consents, lien waivers, non-disturbance agreements and estoppel certificates as Administrative Agent and Collateral Agent shall reasonably require, together with mortgagee’s title insurance policies acceptable to Administrative Agent and any and all security and other property with respect to such CollateralCollateral Agent;
(iv) a first priority perfected collateral assignment and/or pledge of all of the issued and outstanding Equity Securities of each Collateral Account, including but not limited to any Borrower and all funds warrants, options, and financial assets on deposit therein or credited theretoother rights to purchase such Equity Securities; and
(v) any first priority perfected collateral assignments of the Licenses and all proceeds of any of purchase agreements, construction contracts, management agreements, LMAs, programming agreements, licenses, permits, authorizations (except for licenses and permits issued by the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) FCC to the extent used, pursuant it is unlawful to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited grant a security interest in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents licenses and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (Apermits) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the as Administrative Agent and Collateral Agent shall reasonably deem necessary to protect the Secured Parties interests of Lenders, together with such third party consents, lien waiver and estoppel certificates as Administrative Agent and Collateral Agent shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, reasonably require and as provided thereinpermitted by the underlying document.
Appears in 2 contracts
Samples: Credit Agreement (Coconut Palm Acquisition Corp.), Credit Agreement (Coconut Palm Acquisition Corp.)
Collateral. Subject to the terms of the applicable Collateral Documents, to To secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations hereunderObligations, pursuant each Obligor hereby pledges, assigns and transfers to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grantAgent, and shall pledge and/or assign by way of security, hereby grants to the Administrative Agent, for the ratable benefit of each of the Secured Parties, as applicable, a first priority, continuing security interest and Xxxx in and on its interests in Lien upon all of the following, whether following Property now owned or at any time hereafter acquired by it or arising:in which such Obligor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):
(ia) any all Accounts and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretoCredit Card Receivables;
(iib) all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper) and Payment Intangibles, in each case solely to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors arising from Accounts or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoCredit Card Receivables;
(iiic) any all Collateral Accounts (and all agreementscash, instruments checks and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral negotiable instruments, funds, Automated Clearing House transfers, wired funds, Investment Property, credit balances and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit evidences of payment held therein or credited thereto; and) (in each case, other than cash, checks and other negotiable instruments, funds, Automated Clearing House transfers, wired funds, Investment Property, credit balances and any other evidences of payment held therein or credited thereto to the extent constituting identifiable proceeds of the Term Priority Collateral (as defined in the Intercreditor Agreement) other than Inventory);
(vd) any solely to the extent related to Accounts and Credit Card Receivables, all Securities Accounts, Security Entitlements and Securities credited thereto (in each case except to the extent constituting identifiable proceeds of any of the foregoing Term Priority Collateral including, without limitation, all of (as defined in the records of the Guarantor concerning any of the foregoing Collateral; excluding Intercreditor Agreement) other than Inventory);
(A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Accounte) to the extent usedevidencing, pursuant governing, securing or otherwise reasonably related to the terms any of the Guarantor’s Governing foregoing, all Documents, to purchase Portfolio Investments General Intangibles, Payment Intangibles, Instruments (other than Permitted Investments deposited in or credited to any such accountincluding promissory notes), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Commercial Tort Claims, Letters of Credit, Letter of Credit AgreementRights, and (B) the proceeds of such withdrawn funds (the items in (A) and (B)Supporting Obligations; provided, collectively “Excluded Proceeds”). Notwithstanding however, that the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio InvestmentIntellectual Property;
(f) all books, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition records and documents related to the Collateral Accounts that will not be considered “Collateral” foregoing (including databases, customer lists and such other accounts shall not be subject records, whether tangible or electronic, which contain any information relating to control agreements or other restrictions any of the foregoing);
(g) proceeds of business interruption insurance; and (vih) to the Administrative extent not otherwise included, all Proceeds and products of any or all of the foregoing in whatever form received (including proceeds of credit insurance, refunds, rebates and any other insurance and claims against third parties (in each case, regardless of whether Agent and is the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinloss payee thereof)).
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Hornbeck Offshore Services Inc /La), Guaranty and Security Agreement
Collateral. Subject As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of its Secured Obligations, each Obligor hereby pledges and grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, Agent for the benefit of each the Secured Parties as hereinafter provided a security interest in all of such Obligor’s right, title and interest in, to and under all of the Secured Partiesfollowing property and assets, as applicablein each case whether tangible or intangible, a first prioritywherever located, security interest and Xxxx in and on its interests in the following, whether now owned by such Obligor or hereafter acquired and whether now existing or arising:hereafter coming into existence (all of the property described in this Section 4 being collectively referred to herein as “Collateral”):
(ia) any all Accounts, all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls Security Entitlements with respect theretothereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims;
(iib) to the extent relating related to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveany Collateral, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoSupporting Obligations;
(iiic) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under related to any of the foregoing Collateral and any and Collateral, all security books, correspondence, credit files, records, invoices and other property with respect papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretoObligor); and
(vd) any and all proceeds Proceeds of any of the foregoing Collateral includingCollateral. IT BEING UNDERSTOOD, without limitationHOWEVER, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding that (A) in no event shall the security interest granted under this Section 4 attach to (A1) any funds properly withdrawn from contract, property rights, obligation, instrument or agreement to which an Obligor is a Collateral Account party (or that could be withdrawn pursuant to any of its rights or interests thereunder) if the Credit Agreement if deposited grant of such security interest would constitute or credited to result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) in a Collateral Account) to the extent used, breach or termination pursuant to the terms of the Guarantor’s Governing Documentsof, to purchase Portfolio Investments or a default under, any such contract, property rights, obligation, instrument or agreement (other than Permitted Investments deposited in or credited to the extent that any such account)terms would be rendered ineffective by Section 9-406, to make payments 9-407, 9-408 or distributions to Investors 9-409 of the Uniform Commercial Code as in accordance with effect in the terms hereof relevant jurisdiction) or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) any Excluded Assets, and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or notwithstanding anything to the contrary provided in this Credit Agreement or any other Loan Document (i) Agreement, the term “Collateral” shall not include include, and the Unfunded Capital Commitments of the SOX InsidersObligors shall not be deemed to have granted a security interest in, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, Excluded Assets. and (iiB) the term “Collateral” shall not include any Portfolio InvestmentObligors, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition by notice to the Collateral Accounts Agent, exclude from the grant of a security interest provided above in this Section 4, any Special Equity Interest designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that will not be considered “Collateral” and the Borrower may at any later time rescind any such other accounts shall not be subject designation by similar notice to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinCollateral Agent).
Appears in 2 contracts
Samples: Senior Secured Term Loan Credit Agreement (Medley Capital Corp), Senior Secured Revolving Credit Agreement (Medley Capital Corp)
Collateral. Subject (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the terms of Borrower under Applicable Law. As collateral security for the applicable Collateral Documentsprompt, to secure the complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security AgreementObligations, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, Borrower hereby grants to the Administrative Agent, as agent for the benefit of each of the Secured Parties, as applicable, a first priority, lien on and security interest in all of the Borrower’s right, title and Xxxx in interest in, to and on its interests in under the following, whether now existing or owned or hereafter arising or acquired or arising:by the Borrower (collectively, the “Collateral”):
(i) any the Receivables and all Unfunded Capital Commitments of the Investorsrelated Contracts, whether now or hereafter committed, (including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors service the Receivables in connection therewith), and to issue Investor Capital Calls any accounts or obligations evidenced thereby, any guarantee thereof, all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect theretoto any such Receivables) or to become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date;
(ii) the 2021-1B SUBI, the 2021-1B SUBI Certificate and any related rights, authority, powers and privileges of the holder and the beneficiary thereof under the related Trust Documents, including a beneficial interest in the North Carolina Receivables from time to time allocated to the extent relating 2021-1B SUBI, including all monies due and to become due with respect thereto and all proceeds thereof, and all payments and distributions thereunder of whatever kind or character and whether in cash or other property, at any time made or distributable to the Unfunded Capital Commitments Borrower thereunder or in respect thereof, whether due or to become due, including, without limitation, the immediate and continuing right of the Investors constituting Collateral in clause Borrower to receive and collect all amounts payable to the holder thereof, and all of the Borrower’s rights, remedies, powers, interests and privileges under the Trust Documents (i) abovewhether arising pursuant to the terms thereof or otherwise available to Borrower), (x) including, without limitation, the Constituent right to enforce the Trust Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) to give or withhold any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited toconsents, in each case of clauses (x)requests, (y) and (z)notices, any directions, approvals or waivers thereunder and all representationsamounts due and to become due thereunder, warranties, covenants and other agreements of such Investors whether payable as indemnities or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretodamages for breach thereof;
(iii) any each First Tier Purchase Agreement and all agreements, instruments remedies thereunder and other documents of every kind or description the assignment to the extent evidencing Administrative Agent of all UCC financing statements filed by Regional Management against each Originator under or supporting obligations under any of in connection with the foregoing Collateral and any and all security and other property with respect to such CollateralFirst Tier Purchase Agreement;
(iv) each Collateral Accountthe Second Tier Purchase Agreement and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Regional Management under or in connection with the Second Tier Purchase Agreement;
(v) the Account Collateral;
(vi) all Liquidation Proceeds;
(vii) all Hedge Collateral;
(viii) all Receivable Files, Servicer Files and the Schedule of Receivables, and the documents, agreements and instruments included in the Receivable Files and Servicer Files, including but not limited rights of recourse of the Borrower against the related Originators and Regional Management;
(ix) all Records, documents and writings evidencing or related to the Receivables or the Contracts;
(x) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof), payments and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise;
(xi) all security interests, Liens, guaranties and other encumbrances in favor of or assigned or transferred to the Borrower in and to the Receivables and the related Contracts, and any collateral relating thereto;
(xii) all deposit accounts, monies, deposits, funds, accounts and all funds and financial assets on deposit therein or credited theretoinstruments relating to the foregoing; and
(vxiii) any all income, products, accessions and all proceeds of the foregoing.
(b) The grant under this Section does not constitute and is not intended to result in a creation or an assumption by any Agent or any of the foregoing Collateral including, without limitation, Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the records of the Guarantor concerning Collateral or under any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (agreement or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”)instrument relating thereto. Notwithstanding the foregoing or anything Anything herein to the contrary in this Credit Agreement or any other Loan Document notwithstanding, (i) the term “Collateral” Borrower shall not include remain liable under the Unfunded Capital Commitments of the SOX Insiders, including but not limited Contracts to the right extent set forth therein to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests perform all of its duties and obligations thereunder to the SOX Insiders, same extent as if any, unless so elected by the Guarantor in its discretionthis Agreement had not been executed, (ii) the term “Collateral” exercise by the Administrative Agent of any of its rights in the Collateral shall not include release the Borrower from any Portfolio Investment, any Portfolio Assets of its duties or any Excluded Proceeds, obligations under the Collateral and (iii) the term “Collateral” no Agent or any Secured Party shall not include have any collateral posted obligations or received in connection with the Swap Agreements, (iv) liability under the Collateral may by reason of this Agreement, nor shall any Agent or any Secured Party be subject obligated to Permitted Liensperform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(c) Notwithstanding the foregoing grant of security interest, no account, instrument, chattel paper or other obligation or property of any kind due from, owned by or belonging to a Sanctioned Target shall be Collateral.
(vd) a Each of the Borrower and the Servicer represents and warrants as to itself that each remittance of Collections by the Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition Servicer to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent or any Lender under this Agreement will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except Servicer and (ii) made in connection with any Swap Agreement, the ordinary course of business or financial affairs of the Borrower and the Servicer or as provided thereinrequired under the Basic Documents.
Appears in 2 contracts
Samples: Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)
Collateral. Subject to As collateral security for the terms payment in full when due (whether at stated maturity, by acceleration or otherwise) of the applicable Collateral DocumentsSecured Obligations, to secure the payment each Obligor hereby pledges and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, grants to the Administrative Agent, Agent for the ratable benefit of each of the Secured PartiesCreditors, as applicablehereinafter provided, a first priority, security interest in all of such Obligor’s right, title and Xxxx interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and on its interests in the following, whether now owned by such Obligor or hereafter acquired and whether now existing or arisinghereafter coming into existence:
(a) all Accounts, Chattel Paper, Collateral Accounts, Deposit Accounts, Documents, Equipment, General Intangibles, Instruments, Inventory, Investment Property, money; and
(b) the following (collectively, the “Security Collateral”):
(i) any the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all Unfunded Capital Commitments dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the InvestorsInitial Pledged Equity, whether now all warrants, rights or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls options issued thereon or with respect theretothereto and all general intangibles (including membership status, control rights and economic interests) arising therefrom;
(ii) to the extent relating to Initial Pledged Debt and the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Lettersinstruments, if any, of such Investors and (z) any evidencing the Initial Pledged Debt, and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited tointerest, in each case of clauses (x)cash, (y) and (z), any and all representations, warranties, covenants instruments and other agreements property from time to time received, receivable or otherwise distributed in respect of such Investors or guarantors contained therein, in exchange for any and or all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoInitial Pledged Debt;
(iii) all additional shares of stock and other Equity Interests from time to time acquired by such Obligor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interest, and all agreementsdividends, distributions, return of capital, cash, instruments and other documents property from time to time received, receivable or otherwise distributed in respect of every kind or description to the extent evidencing in exchange for any or supporting obligations under any all of the foregoing Collateral and any such shares or other Equity Interests, all warrants, rights or options issued thereon or with respect thereto and all security general intangibles (including membership status, control rights and other property with respect to such Collateraleconomic interests) arising therefrom;
(iv) each Collateral Accountall additional indebtedness from time to time owed to such Obligor (such indebtedness, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance together with the terms hereof or for any other purpose permitted under Initial Pledged Debt, being the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A“Pledged Debt”) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insidersinstruments, if any, unless so elected by the Guarantor evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in its discretion, (ii) the term “Collateral” shall not include respect of or in exchange for any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and all of such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.indebtedness;
Appears in 2 contracts
Samples: 364 Day Revolving Credit Agreement (KKR & Co. Inc.), 364 Day Revolving Credit Agreement (KKR & Co. L.P.)
Collateral. Subject (a) Pledgor hereby assigns and pledges to Secured Party for its benefit and the benefit of all other Lenders (as referred to in the Loan Agreement), if any, a security interest in and to all of Pledgor’s right, title and interest in and to the terms following (the “Collateral”): (i) the shares of all capital stock, limited liability interests and other equivalent equity interests of the applicable Collateral Documentssubsidiaries of Pledgor identified on Exhibit A (the “ACT Entities”), which shares and interests are also identified on Exhibit A (the “Shares”); (ii) all cash dividends, stock dividends, interests, profits, redemptions, warrants, subscription rights, stock, options, substitutions, exchanges and other distributions now or hereafter distributed by the ACT Entities in respect of or otherwise in connection with the Shares or that may hereafter be delivered to secure the possession of Pledgor or Secured Party in respect of or otherwise in connection with the Shares; (iii) Pledgor’s records with respect to the foregoing; and (iv) the proceeds of all of the foregoing.
(b) This Agreement secures the payment and performance of all obligations of Pledgor to the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements Secured Party now or hereafter existing under this Agreement and the other related documentsTransaction Documents, whether for principal, interest, costs, expenses, indemnities or otherwise (all of such obligations being the Guarantor shall grant“Secured Obligations”). Without limiting the generality of the foregoing, and shall pledge and/or assign by way this Agreement secures the payment of security, to the Administrative Agent, for the benefit of each all amounts that constitute part of the Secured PartiesObligations and would be owed by Pledgor under any Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Pledgor.
(c) Pledgor shall deliver to Secured Party or an authorized agent of Secured Party as applicabledirected by Secured Party (“Secured Party’s Agent”), a first priorityall certificates representing the Shares together with stock powers endorsed in blank, and other instruments, documents and agreements as Secured Party may reasonably deem necessary to perfect any security interest and Xxxx in and on its interests in the following, whether now owned granted or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited required to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations be granted under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit this Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantorpromptly after Pledgor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinreceipt thereof.
Appears in 2 contracts
Samples: Pledge Agreement (Act Teleconferencing Inc), Pledge Agreement (Act Teleconferencing Inc)
Collateral. Subject to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, As collateral security for the benefit of each prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured PartiesObligations, the Company hereby pledges, grants, assigns, hypothecates and transfers to the Agent on behalf of the Purchasers as applicablehereinafter provided, a first priority, security interest and Xxxx in and on its interests in Lien upon all of the followingCompany’s right, title and interest in, to and under all personal property and other assets of the Company, whether now owned or hereafter acquired by or arising:
(i) any and all Unfunded Capital Commitments arising in favor of the InvestorsCompany, whether now existing or hereafter committedcoming into existence, whether owned or consigned by or to the Company, or leased from or to the Company and regardless of wherever located, except for the Excluded Collateral (all being collectively referred to herein as “Collateral”) including:
a. the Company’s direct or indirect ownership interest in the respective shares of capital stock of the Issuers and all other shares of capital stock of whatever class of the Issuers, now or hereafter owned by the Company, together with in each case the certificates evidencing the same (collectively, the “Pledged Stock”);
b. all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
c. without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Purchase Agreement or the Notes, in the event of any consolidation or merger in which any Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the “Stock Collateral”);
d. all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Company constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors Company in respect of any loans or advances for the purchase price of Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to issue Investor Capital Calls with respect theretobecome due to the Company under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Company and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively “Accounts”);
e. all instruments, chattel paper or letters of credit (iieach as defined in the Uniform Commercial Code) to of the extent Company evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called “Instruments”);
f. all inventory (as defined in the Uniform Commercial Code) of the Company and all goods obtained by the Company in exchange for such inventory (herein collectively called “Inventory”);
g. all Intellectual Property of the Company and all other accounts or general intangibles of the Company not constituting Intellectual Property or Accounts;
h. all equipment (as defined in the Uniform Commercial Code) of the Company (herein collectively called “Equipment”);
i. each contract and other agreement of the Company relating to the Unfunded Capital Commitments sale or other disposition of Inventory or Equipment;
j. all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Investors constituting Collateral Company covering, evidencing or representing Inventory or Equipment (herein collectively called “Documents”);
k. all rights, claims and benefits of the Company against any Person arising out of, relating to or in clause (i) aboveconnection with Inventory or Equipment purchased by the Company, (x) including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment;
l. all estates of the Constituent DocumentsCompany in land together with all improvements and other structures now or hereafter situated thereon, (y) the Subscription Agreements and Side Letterstogether with all rights, if anyprivileges, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including tenements, hereditaments, appurtenances, easements, including, but not limited to, rights and easements for access and egress and utility connections, and other rights now or hereafter appurtenant thereto (“Real Estate”);
m. in each case addition to, and without in any way limiting any of clauses (x), (y) and (z)the foregoing, any and all representationsaccounts, warrantieschattel paper, covenants commercial tort claims, deposit accounts, documents, equipment, financial assets, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters-of-credit and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any money of the foregoing Collateral and any and Company (as all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretoterms are defined in the Uniform Commercial Code); and
(v) any and n. all proceeds of any other tangible or intangible property of the foregoing Collateral Company, including, without limitation, all proceeds, products and accessions of the records of the Guarantor concerning and to any of the foregoing Collateral; excluding property of the Company described in clauses (Aa) through (m) above in this Section 3 (including, without limitation, any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) proceeds of insurance thereon), and, to the extent usedrelated to any property described in said clauses or such proceeds, pursuant to products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the terms possession or under the control of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement Company or any other Loan Document (i) computer bureau or service company from time to time acting for the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinCompany.
Appears in 2 contracts
Samples: Subsidiary Security Agreement (Internet Commerce Corp), Security Agreement (Internet Commerce Corp)
Collateral. Subject As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of its Secured Obligations, each Obligor hereby pledges and grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, Agent for the benefit of each the Secured Parties as hereinafter provided a security interest in all of such Obligor’s right, title and interest in, to and under all of the Secured Partiesfollowing property and assets, as applicablein each case whether tangible or intangible, a first prioritywherever located, security interest and Xxxx in and on its interests in the following, whether now owned by such Obligor or hereafter acquired and whether now existing or arising:hereafter coming into existence (all of the property described in this Section 4 being collectively referred to herein as “Collateral”):
(ia) any all Accounts, all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls Security Entitlements with respect theretothereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims;
(iib) to the extent relating related to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveany Collateral, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoSupporting Obligations;
(iiic) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under related to any of the foregoing Collateral and any and Collateral, all security books, correspondence, credit files, records, invoices and other property with respect papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretoObligor); and
(vd) any and all proceeds Proceeds of any of the foregoing Collateral includingCollateral. IT BEING UNDERSTOOD, without limitationHOWEVER, all of that in no event shall the records of the Guarantor concerning any of the foregoing Collateral; excluding security interest granted under this Section 4 attach to (A) any funds properly withdrawn from contract, property rights, obligation, instrument or agreement to which an Obligor is a Collateral Account party (or that could be withdrawn pursuant to any of its rights or interests thereunder) if the Credit Agreement if deposited grant of such security interest would constitute or credited to result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) a Collateral Account) to the extent used, breach or termination pursuant to the terms of the Guarantor’s Governing Documentsof, to purchase Portfolio Investments or a default under, any such contract, property rights, obligation, instrument or agreement (other than Permitted Investments deposited in or credited to the extent that any such accountterms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) any Excluded Assets, and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or notwithstanding anything to the contrary provided in this Credit Agreement or any other Loan Document (i) Agreement, the term “Collateral” shall not include include, and the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts Obligors shall not be subject deemed to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have granted a security interest in, any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinExcluded Assets.
Appears in 2 contracts
Samples: Guarantee, Pledge and Security Agreement, Guarantee, Pledge and Security Agreement (Credit Suisse Park View BDC, Inc.)
Collateral. Subject To secure the payment, promptly when due, and the punctual performance, of all of the Obligations, and satisfaction by Borrowers of all covenants and undertakings contained in the Credit Agreement and the Loan Documents, each Existing Borrower reconfirms the prior grant of the security interest in and lien upon and to, all of its right, tide and interest in and to the terms of the applicable Collateral Documents(including as set forth below), whether now owned or hereafter acquired, created or arising and wherever located and Joining Borrower hereby assigns and grants to secure the payment and performance of the Obligations hereunder, pursuant to Lender a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grantsecurity interest in, and shall pledge and/or assign by way a right of securitysetoff against, to the Administrative Agentany and all right, for the benefit title and interest of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx such Borrower in and on its interests in to all of the following, whether now owned or hereafter existing or owned, acquired or arising:
arising hereafter: (i) any all accounts, Payment Intangibles, Instruments and all Unfunded Capital Commitments other rights to receive payments of Borrower (including without limitation the InvestorsAccounts), whether now existing or hereafter committedarising or acquired, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) all General Intangibles (including without limitation, contract rights and Intellectual Property), Chattel Paper, Documents, Supporting Obligations, Letter of Credit Rights, Commercial Tort Claims set forth on Schedule 2.13 to the extent Credit Agreement, remedies, guarantees and collateral evidencing, securing or otherwise relating to or associated with the Unfunded Capital Commitments of the Investors constituting Collateral property in clause subpart (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and without limitation all rights to compel performance of enforcement and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
collection, (iii) any and all agreementsCommercial Lockboxes, instruments all Government Lockboxes, all Collection Accounts and other documents deposit accounts into which any of every kind the Collections or description Advances are deposited, all funds received thereby or deposited therein, and any checks or instruments from time to time representing or evidencing the extent same, (iv) all books and records of Borrowers evidencing or supporting obligations under relating to or associated with any of the foregoing, (v) all infounation and data compiled or derived by Borrowers with respect to any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such accountinformation and data subject to legal restrictions of patient confidentiality), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) all collections, Accessions, receipts and Proceeds derived from any of the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinforegoing.
Appears in 2 contracts
Samples: Credit Agreement (Clarient, Inc), Credit Agreement (Clarient, Inc)
Collateral. Subject (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the terms of Borrower under Applicable Law. As collateral security for the applicable Collateral Documentsprompt, to secure the complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security AgreementObligations, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, Borrower hereby grants to the Administrative Agent, as agent for the benefit of each of the Secured Parties, as applicable, a first priority, lien on and security interest in all of the Borrower’s right, title and Xxxx in interest in, to and on its interests in under the following, whether now existing or owned or hereafter arising or acquired or arising:by the Borrower (collectively, the “Collateral”):
(i) any the Receivables and all Unfunded Capital Commitments of the Investorsrelated Contracts, whether now or hereafter committed, (including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors service the Receivables in connection therewith), and to issue Investor Capital Calls any accounts or obligations evidenced thereby, any guarantee thereof, all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect theretoto any such Receivables) or to become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date;
(ii) the 2023-1B SUBI, the 2023-1B SUBI Certificate and any related rights, authority, powers and privileges of the holder and the beneficiary thereof under the related Trust Documents, including a beneficial interest in the North Carolina Receivables from time to time allocated to the extent relating 2023-1B SUBI, including all monies due and to become due with respect thereto and all proceeds thereof, and all payments and distributions thereunder of whatever kind or character and whether in cash or other property, at any time made or distributable to the Unfunded Capital Commitments Borrower thereunder or in respect thereof, whether due or to become due, including, without limitation, the immediate and continuing right of the Investors constituting Collateral in clause Borrower to receive and collect all amounts payable to the holder thereof, and all of the Borrower’s rights, remedies, powers, interests and privileges under the Trust Documents (i) abovewhether arising pursuant to the terms thereof or otherwise available to Borrower), (x) including, without limitation, the Constituent right to enforce the Trust Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) to give or withhold any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited toconsents, in each case of clauses (x)requests, (y) and (z)notices, any directions, approvals or waivers thereunder and all representationsamounts due and to become due thereunder, warranties, covenants and other agreements of such Investors whether payable as indemnities or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretodamages for breach thereof;
(iii) any the First Tier Master Purchase Agreement and all agreements, instruments remedies thereunder and other documents of every kind or description the assignment to the extent evidencing Administrative Agent of all UCC financing statements filed by Regional Management against each Originator under or supporting obligations under any of in connection with the foregoing Collateral and any and all security and other property with respect to such CollateralFirst Tier Master Purchase Agreement;
(iv) each Collateral Accountthe Second Tier Purchase Agreement and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Regional Management under or in connection with the Second Tier Purchase Agreement;
(v) the Account Collateral;
(vi) all Liquidation Proceeds;
(vii) all Hedge Collateral;
(viii) all Receivable Files, Servicer Files and the Schedule of Receivables, and the documents, agreements and instruments included in the Receivable Files and Servicer Files, including but not limited rights of recourse of the Borrower against the related Obligors and Regional Management;
(ix) all Records, documents and writings evidencing or related to the Receivables or the Contracts;
(x) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof), payments and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise;
(xi) all security interests, Liens, guaranties and other encumbrances in favor of or assigned or transferred to the Borrower in and to the Receivables and the related Contracts, and any collateral relating thereto;
(xii) all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing;
(xiii) any and all funds other assets of the Borrower including all accounts, deposit accounts, general intangibles, chattel paper, instruments and financial assets on deposit therein or credited theretoinvestment property; and
(vxiv) any all income, products, accessions and all proceeds of the foregoing.
(b) The grant under this Section does not constitute and is not intended to result in a creation or an assumption by any Agent or any of the foregoing Collateral including, without limitation, Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the records of the Guarantor concerning Collateral or under any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (agreement or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”)instrument relating thereto. Notwithstanding the foregoing or anything Anything herein to the contrary in this Credit Agreement or any other Loan Document notwithstanding, (i) the term “Collateral” Borrower shall not include remain liable under the Unfunded Capital Commitments of the SOX Insiders, including but not limited Contracts to the right extent set forth therein to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests perform all of its duties and obligations thereunder to the SOX Insiders, same extent as if any, unless so elected by the Guarantor in its discretionthis Agreement had not been executed, (ii) the term “Collateral” exercise by the Administrative Agent of any of its rights in the Collateral shall not include release the Borrower from any Portfolio Investment, any Portfolio Assets of its duties or any Excluded Proceeds, obligations under the Collateral and (iii) the term “Collateral” no Agent or any Secured Party shall not include have any collateral posted obligations or received in connection with the Swap Agreements, (iv) liability under the Collateral may by reason of this Agreement, nor shall any Agent or any Secured Party be subject obligated to Permitted Liens, perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(vc) a Each of the Borrower and the Servicer represents and warrants as to itself that each remittance of Collections by the Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition Servicer to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent or any Lender under this Agreement will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except Servicer and (ii) made in connection with any Swap Agreement, the ordinary course of business or financial affairs of the Borrower and the Servicer or as provided thereinrequired under the Basic Documents.
Appears in 2 contracts
Samples: Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)
Collateral. Subject As security for the prompt performance, observance and payment in full of all Obligations, the Borrower hereby grants to the terms Bank a continuing security interest in, a lien upon and a right of setoff against, and the Borrower hereby assign, transfer, pledge and set over to the Bank the following (which together with any of the applicable Collateral DocumentsBorrower’s other property in which the Bank may at any time have a security interest or lien, whether pursuant to secure this Agreement or any supplement hereto, or otherwise, are herein collectively referred to as the payment and performance “Collateral”): All of the Obligations hereunderBorrower’s right, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements title and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the followingto all personal property, tangible and intangible, wherever located or situated and whether now owned owned, presently existing or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investorscreated, whether now or hereafter committedincluding, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors all: (a) Accounts; (b) Equipment; (c) Inventory; (d) financial assets and to issue Investor Capital Calls with respect thereto;
investment property; (iie) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) abovemoneys, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security securities and other property and the proceeds thereof, now or hereafter held or received by, or in transit to, the Bank from or for the Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all of the Borrower’s deposits (general or special), balances, sums and credits with or in the control of the Bank at any time existing; (f) rights, remedies, security and liens, in, to and in respect of the Accounts and other Collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, guaranties or other contracts of suretyship with respect to such the Accounts and other Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein deposits or credited thereto; and
(v) any and all proceeds other security for the obligation of any of the foregoing Collateral Account Debtor, and credit and other insurance; (g) goods relating to, or which by sale have resulted in, Accounts including, without limitation, all of goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, any Accounts or other Collateral, including without limitation, all returned, reclaimed or repossessed goods; (h) Deposit Accounts (whether or not maintained with the Bank); (i) books, records of the Guarantor concerning (whether paper, computer or electronic), data, tapes, discs, other media, ledger cards, computer and software programs, files, access codes, records and procedure manuals relating thereto, together with all computer or other data processing equipment on which any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (is stored, and other property and general intangibles evidencing or that could be withdrawn pursuant relating to the Credit Agreement if deposited Accounts, Equipment, Inventory and any other Collateral or credited to a Collateral Accountany Account Debtor, together with the file cabinets or containers in which the foregoing are stored (“Records”); (j) to general intangibles of every kind and description, including without limitation, trade names and trademarks, and the extent used, pursuant to the terms goodwill of the Guarantor’s Governing Documentsbusiness symbolized thereby, to purchase Portfolio Investments patents, copyrights, licenses and federal, state and local tax refund claims of all kinds; (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, k) letter of credit rights; (l) commercial tort claims; and (Bm) the supporting obligations and products and proceeds of such withdrawn funds (the items foregoing, in (A) any form, including, without limitation, insurance proceeds and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing any claims against third parties for loss or anything damage to the contrary in this Credit Agreement or destruction of any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments or all of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinforegoing.
Appears in 2 contracts
Samples: Loan and Security Agreement (Precision Aerospace Components, Inc.), Loan and Security Agreement (Precision Aerospace Components, Inc.)
Collateral. Subject As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, as of the Effective Date each Grantor hereby pledges and grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, Lien on and security interest and Xxxx in and on its interests to all of such Grantor’s right, title and interest in the followingfollowing personal property, whether now owned by such Grantor or hereafter acquired and whether now existing or arisinghereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”):
(a) the Instruments of such Grantor, together with all payments thereon or thereunder:
(b) all Inventory of such Grantor;
(c) all General Intangibles (including payment intangibles (as defined in the UCC) and Software) of such Grantor;
(d) all Equipment (including any corporate aircraft) of such Grantor;
(e) all Documents of such Grantor;
(f) all Contracts of such Grantor;
(g) all Goods of such Grantor;
(h) all Investment Property of such Grantor;
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, Commercial Tort Claims of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited toGrantor; specified on Schedule VI, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights as from time to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretotime updated; and
(vj) any all other tangible and all proceeds intangible personal property of any of the foregoing Collateral such Grantor, including, without limitation, all Proceeds, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of the records of the Guarantor concerning and to any of the foregoing Collateral; excluding property of such Grantor described in the preceding clauses of this Section 3 (A) including, without limitation, any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent usedproceeds of insurance thereon, pursuant to the terms of the Guarantor’s Governing Documentsinsurance claims and all rights, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to claims and benefits against any such accountPerson relating thereto), other rights to make payments not otherwise included in the foregoing and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds control of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement Grantor or any other Loan Document (i) the term computer bureau or service company from time to time acting for such Grantor; provided, however, that “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinAssets.
Appears in 2 contracts
Samples: Security Agreement (Moneygram International Inc), Security Agreement (Moneygram International Inc)
Collateral. Subject As security for (1) the payment of all ---------- loans and advances now or hereafter made by the Bank to the terms Borrower under this Agreement or to the Borrower (as assignee of the applicable Collateral Documents, to secure Parent) under the payment Existing Loan and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and or under the other related documents, Loan Documents (including without limitation the Guarantor shall grantReimbursement Agreement) or Other Agreements, and shall pledge and/or assign by way (2) the payment or other satisfaction of securityall other Liabilities, to the Administrative AgentBank whether now or hereafter existing, for direct or indirect or due or to become due, the benefit of Parent and the Borrower each hereby grants to the Bank a first priority security interest, subject to Permitted Liens, in and to the following property of the Secured Parties, as applicable, a first priority, security interest Parent and Xxxx in and on its interests in the followingBorrower, whether now owned or existing, or hereafter acquired or arising:coming into existence, wherever now or hereafter located (hereinafter referred to as "Collateral"):
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretoAccounts;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoEquipment;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such CollateralInventory;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; andGeneral Intangibles;
(v) any Contract Rights, instruments, financial assets, documents and all proceeds chattel paper;
(vi) All monies, residues, and property of any kind, now or at any time or times hereafter, in the possession or under the control of the foregoing Collateral Bank or a bailee of the Bank, or any Participant;
(vii) All books and records (including, without limitation, all customer lists, credit files, computer programs) printouts and other computer materials and records; of the records of Parent and the Guarantor concerning Borrower pertaining to any of the foregoing Collateral; excluding (A) foregoing. Such security interest includes a continuing Lien in, on, and to all said Collateral and the products and proceeds thereof, and any funds properly withdrawn replacements, additions, accessions, or substitutions thereof, after acquired property, and the Accounts of other proceeds arising from a Collateral Account (the sale or that could be withdrawn pursuant to the Credit Agreement if deposited other disposition of any Inventory or credited to a Collateral Account) to the extent used, pursuant to the terms Equipment of the Guarantor’s Governing DocumentsParent and the Borrower including any returns thereof, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account)including, to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreementwhere applicable, and (B) the proceeds of insurance covering any of said Collateral. Collateral also includes any property of the Parent and the Borrower subject to a separate security agreement or pledge in favor of the Bank or any Affiliate of the Bank. Upon the indefeasible payment in full of the Liabilities and termination of the Commitments (as such withdrawn funds (term is defined under this Agreement and under the items in (A) and (BReimbursement Agreement), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” security interest granted hereby shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition terminate and all rights to the Collateral Accounts that will not be considered “Collateral” shall revert to the Parent and/or the Borrower, as the case may be. Upon any such termination, the Bank will, at the Borrower's expense, execute and such other accounts shall not be subject deliver to control agreements or other restrictions and (vi) the Administrative Agent Parent and the Secured Parties Borrower such documents as the Parent and/or the Borrower shall not have any Lien on any property that is not “Collateral”reasonably request to evidence such termination and shall terminate its financing statements with regard to the Collateral wherever filed. Solely for the purposes of this Section 6.1 references to "Borrower" in the definitions of ----------- "Accounts", except in connection with any Swap Agreement"Equipment", as provided therein"Inventory" and "General Intangibles" shall be deemed to reference both the Borrower and the Parent.
Appears in 1 contract
Samples: Loan and Security Agreement (Pen Tab Industries Inc)
Collateral. Subject As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise), of its Secured Obligations, each Obligor hereby pledges and grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, Agent for the benefit of each the Secured Parties as hereinafter provided a security interest in all of such Obligor’s right, title and interest in, to and under all of the Secured Partiesfollowing property and assets, as applicablein each case whether tangible or intangible, a first prioritywherever located, security interest and Xxxx in and on its interests in the following, whether now owned by such Obligor or hereafter acquired and whether now existing or arising:hereafter coming into existence (all of the property described in this Section 4 being collectively referred to herein as “Collateral”):
(ia) any all Accounts, all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls Security Entitlements with respect theretothereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims;
(iib) to the extent relating related to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveany Collateral, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoSupporting Obligations;
(iiic) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under related to any of the foregoing Collateral and any and Collateral, all security books, correspondence, credit files, records, invoices and other property with respect papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretoObligor); and
(vd) any and all proceeds Proceeds of any of the foregoing Collateral includingCollateral. IT BEING UNDERSTOOD, without limitationHOWEVER, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding that (A) in no event shall the security interest granted under this Section 4 attach to (1) any funds properly withdrawn from contract, property rights, obligation, instrument or agreement to which an Obligor is a Collateral Account party (or that could be withdrawn pursuant to any of its rights or interests thereunder) if the Credit Agreement if deposited grant of such security interest would constitute or credited to result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) a Collateral Account) to the extent used, breach or termination pursuant to the terms of the Guarantor’s Governing Documentsof, to purchase Portfolio Investments or a default under, any such contract, property rights, obligation, instrument or agreement (other than Permitted Investments deposited in or credited to the extent that any such accountterms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), to make payments or distributions to Investors in accordance with the terms hereof or for (2) any other purpose permitted under the Guarantor’s Governing Documents and this Credit AgreementExcluded Assets, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or notwithstanding anything to the contrary provided in this Credit Agreement or any other Loan Document (i) Agreement, the term “Collateral” shall not include include, and the Unfunded Capital Commitments of the SOX InsidersObligors shall not be deemed to have granted a security interest in, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, Excluded Assets and (iiB) the term “Collateral” shall not include any Portfolio InvestmentObligors, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition by notice to the Collateral Accounts Agent, exclude from the grant of a security interest provided above in this Section 4, any Special Equity Interest designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that will not be considered “Collateral” and the Borrower may at any later time rescind any such other accounts shall not be subject designation by similar notice to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinCollateral Agent).
Appears in 1 contract
Samples: Guarantee, Pledge and Security Agreement (Capital Southwest Corp)
Collateral. Subject (a) Each of the Grantors hereby assigns and transfers to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grantAgent, and shall pledge and/or assign by way of security, hereby grants to the Administrative Collateral Agent, for the ratable benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in in, all of the following, whether following property now owned or at any time hereafter acquired by such Grantor or arisingin which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Collateral Pool"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations:
(i) Telstar 6, Telstar 7 and any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretoReplacement Satellite;
(ii) the Availability Agreements, the TT&C Agreement and all other agreements entered into pursuant to the extent relating to the Unfunded Capital Commitments subsection 5.16 of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoCredit Agreement;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of permitted by applicable law, the foregoing Collateral and any and all security and other property with respect to such CollateralFCC Licenses;
(iv) each Collateral Account, including but not limited all transponder lease agreements to any and all funds and financial assets on deposit therein or credited thereto; and
which such Grantor is a party (v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of Master Lease Agreements);
(v) the records of Intercompany Notes;
(vi) the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Loral Satellite Collateral Account (or that could be withdrawn and any other collateral account established pursuant to the Credit Collateral Agency Agreement;
(vii) the Telstar 6 Transponder Transfer Agreement if deposited or credited and the Telstar 7 Transponder Transfer Agreement;
(viii) the Globalstar Collateral;
(ix) all Accounts, General Intangibles (including construction and purchase contracts) and Equipment, in each case solely to a the extent relating to any other item in the Collateral AccountPool;
(x) all books and records pertaining to the Collateral Pool;
(xi) the Equity Interests of any Subsidiary of such Grantor; and
(xii) to the extent usednot otherwise included, pursuant to the terms all Proceeds and products of any and all of the Guarantor’s Governing Documentsforegoing (including, to purchase Portfolio Investments (other than Permitted Investments deposited without limitation, all Equity Interests in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or Globalstar received in connection with any of the Swap Agreementsforegoing) and all collateral security and guarantees given by any Person with respect to any of the foregoing.
(b) So long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, each Grantor shall be permitted to:
(ivi) remove any transponder on any Satellite from the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition Pool upon delivery to the Collateral Accounts that will not Agent of Acceptable Collateral, together with such appraisals thereof as may be considered “Collateral” required by and such other accounts shall not be subject satisfactory to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties Majority Lenders; (ii) remove up to 10 transponders on the Satellites from the Collateral Pool; (iii) remove up to 15 additional transponders from the Satellites to the extent such transponders are sold pursuant to Section 6.5(vii) of the Credit Agreement; and (iv) remove additional transponders from the Satellites (in addition to the 25 transponders permitted under clauses (ii) and (iii) above) so long as the Grantors simultaneously remove the Satellite on which such transponders are located, together with all other transponders on such Satellite then owned by the Grantors, from the Collateral Pool and such transponders and such Satellite are sold pursuant to subsection 6.5(viii) of the Credit Agreement; in each case, provided that no such removal shall not be permitted (A) if, after giving effect thereto, the Collateral Coverage Ratio, as computed after giving effect to such removal or substitution, would be less than 1.20 to 1.00 and (B) in the case of a substitution under clause (i) above only, unless the Acceptable Collateral is subject to a fully perfected security interest in favor of the Collateral Agent pursuant to this Agreement, and provided further that for purposes of determining compliance with clause (A) above and subsection 5.15 of the Credit Agreement, the Appraised Value of any Satellite shall be immediately reduced by the proceeds received from any such sale of any transponders on such Satellite.
(c) So long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Grantors shall be permitted to make cash withdrawals from the Loral Satellite Collateral Account or any Lien on any property that is not “Collateral”, except other collateral account maintained by the Grantors in connection with any Swap the Agreement, as provided thereinprovided, that the Grantors shall not be permitted to withdraw amounts deposited therein pursuant to subsection 5.12 or subsection 5.13 of the Credit Agreement.
(d) The Grantors may sell or otherwise dispose of the Globalstar Collateral to the extent permitted under subsection 6.5 of the Credit Agreement.
Appears in 1 contract
Samples: Collateral Agreement (Loral Space & Communications LTD)
Collateral. Subject As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Liabilities, each Debtor hereby pledges and grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative AgentSecured Party, for the benefit of each of the Secured Parties, as applicableParty and the Lenders, a first priority, Lien on and security interest and Xxxx in and on its to all of such Debtor's right, title and interest in the following property and interests in the followingproperty, whether now owned by such Debtor or hereafter acquired and whether now existing or arisinghereafter coming into existence and wherever located (all being collectively referred to herein as "Collateral"):
(a) the Instruments of such Debtor, together with all payments thereon or thereunder:
(b) all Accounts;
(c) all Inventory;
(d) all General Intangibles (excluding any General Intangible as to which the grant of a security interest therein would constitute a violation of a valid and enforceable restriction on such grant (until such time as any required consent shall have been obtained, such Debtor agreeing to use its commercially reasonable efforts to obtain any such required consent));
(e) all Equipment;
(f) all Documents;
(g) all Contracts (excluding any General Intangible as to which the grant of a security interest therein would constitute a violation of a valid and enforceable restriction on such grant (until such time as any required consent shall have been obtained, such Debtor agreeing to use its commercially reasonable efforts to obtain any such required consent));
(h) all Goods;
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretoFixtures;
(iij) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoInvestment Property;
(iiik) any the balance from time to time in all bank and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to depository accounts maintained by such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretoDebtor; and
(vl) any all other tangible and all proceeds intangible property of any of the foregoing Collateral such Debtor, including, without limitation, all Proceeds, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of the records of the Guarantor concerning and to any of the foregoing Collateral; excluding property of such Debtor described in the preceding clauses of this Section 3 (A) including, without limitation, any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds insurance thereon and all rights, claims and benefits against any Person relating thereto and including all Proceeds of Contracts and other General Intangibles excluded from clauses (the items in (Ad) and (B)g) above) and all books, collectively “Excluded Proceeds”). Notwithstanding correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the foregoing possession or anything to under the contrary in this Credit Agreement control of such Debtor or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited computer bureau or service company from time to the right to draw down Investor Capital Contributions on time acting for such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinDebtor.
Appears in 1 contract
Collateral. Subject to the terms This FINANCING STATEMENT and SECURITY AGREEMENT covers all of Debtor's interests in all of the applicable Collateral Documentsfollowing types or items of property, to secure wherever located and whether now owned or hereafter acquired, and Debtor hereby grants Secured Party a security interest therein as collateral for the payment and performance of all present and future indebtedness, liabilities, guarantees and obligations of Debtor to Secured Party, howsoever arising. Debtor agrees that said security interest may be enforced by Secured Party in accordance with the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreementterms of all security and other agreements between Secured Party and Debtor, the related financing statements and the other related documentsCalifornia Uniform Commercial Code, the Guarantor shall grantor both, and that this document shall pledge and/or assign by way of securitybe fully effective as a security agreement, to the Administrative Agent, for the benefit of each even if there is no other security or other agreement between Secured Party or Debtor: All assets of the Secured PartiesDebtor; all personal property of Debtor; All "accounts", "general intangibles", "chattel paper", "contract rights", "documents", "instruments", "deposit accounts", "inventory", "farm products", "fixtures" and "equipment", as applicablesuch terms are defined in Division 9 of the California Uniform Commercial Code in effect on the date hereof; All general intangibles of every kind, including without limitation, federal, state and local tax refunds and claims of all kinds; all rights as a first prioritylicensee or any kind; all customer lists, security interest telephone numbers, and Xxxx in purchase orders, and on its interests in all rights to purchase, lease sell, or otherwise acquire or deal with real or personal property and all rights relating thereto; All returned and repossessed goods and all rights as a seller of goods; all collateral securing any of the followingforegoing; all deposit accounts, special and general, whether now owned on deposit with Secured Party or hereafter acquired others; All life and other insurance policies, claims in contract, tort or arising:
(i) any otherwise, and all Unfunded Capital Commitments of the Investors, whether judgments now or hereafter committedarising therefrom; All right, including but not limited title and interest of Debtor, and all of Debtor's rights, remedies, security and liens, in, to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls in respect of all accounts and other collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, and all guarantees and other contracts of suretyship with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveany accounts and other collateral, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties deposits and other security for any accounts and other collateral, and all credit and other insurance; All notes, drafts, letters of such Investors’ obligations under the Constituent Documents credit, contract rights, and Subscription Agreements including but not limited tothings in action; all drawings, specifications, blueprints and catalogs; and all raw materials, work in each case process, materials used or consumed in Debtor's business, goods, finished goods, returned goods and all other goods and inventory of clauses (x), (y) and (z)whatsoever kind or nature, any and all representationswrapping, warrantiespackaging, covenants advertising and shipping materials, and all documents relating thereto, and all labels and other agreements devices, names and marks affixed or to be affixed thereto for purposes of such Investors selling or guarantors contained thereinidentifying the same or the seller or manufacturer thereof; All inventory, raw materials and work in progress wherever located; all present and future claims against any and all duties and obligations supplier of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral foregoing, including claims for defective goods or overpayments to or undershipments by suppliers; all proceeds arising from the lease or rental of any of the foregoing; INVENTORY RETURNED BY DEBTOR TO ITS SUPPLIERS SHALL REMAIN SUBJECT TO SECURED PARTY'S SECURITY INTEREST; All equipment and any fixtures, NONE OF WHICH THE DEBTOR IS AUTHORIZED TO SELL, LEASE OR OTHERWISE DISPOSE OF WITHOUT THE WRITTEN CONSENT OF SECURED PARTY, including without limitation all machinery, machine tools, motors, controls, parts, vehicles, workstations, tools, dies, jigs, furniture, furnishings and fixtures; and all security attachments, accessories, accessions and property now or hereafter affixed to or used in connection with any of the foregoing, and all substitutions and replacements for any of the foregoing; all warranty and other claims against any vendor or lessor of any of the foregoing; All investment property; All books, records, ledger cards, computer data and programs and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited and general intangibles at any time evidencing or relating to any or all of the foregoing; and all funds All cash and financial assets on deposit therein or credited thereto; and
(v) any non-cash products and all proceeds of any of the foregoing Collateral includingforegoing, without limitationin whatever form, including proceeds in the form of inventory, equipment or any other form of personal property, including proceeds of proceeds and proceeds of insurance, and all claims by Debtor against third parties for loss or damage to, or destruction of, or otherwise relating to, any or all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent usedforegoing. NOTICE—PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, pursuant to the terms of the Guarantor’s Governing DocumentsDEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE COLLATERAL DESCRIBED HEREIN, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account)THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH SECURED PARTY'S RIGHTS BY SUCH ENCUMBRANCER. IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTOR'S ACCOUNTS, to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit AgreementCHATTEL PAPER, and (B) the proceeds of such withdrawn funds (the items in (A) and (B)GENERAL INTANGIBLES OR OTHER ASSETS CONTRARY TO THE ABOVE, collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinTHE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY.
Appears in 1 contract
Samples: Loan and Security Agreement (Anacor Pharmaceuticals Inc)
Collateral. Subject to the terms of the applicable Collateral Documents, to To secure the full and complete payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security AgreementObligations, the related financing statements Borrower shall execute and deliver or cause to be executed and delivered the documents described below covering the property and collateral described in this Section 6.1 (which, together with any other related documentsproperty and collateral which may now or hereafter secure the Obligations or any part thereof, is sometimes herein called the Guarantor "Collateral"):
(a) The Borrower shall grant, and shall pledge and/or assign by way of security, grant to the Administrative Agent, for the pro rata benefit of each of the Secured Parties, as applicableBanks, a first priority, priority security interest in all of the Borrower's personal property, including without limitation all of its accounts, accounts receivable, equipment, furniture, fixtures, inventory, chattel paper, documents, instruments (including intercompany notes executed by a Foreign Subsidiary or Foreign Affiliate in favor of the Borrower pursuant to Section 7.1(k) hereof) and Xxxx in and on its interests in the followinggeneral intangibles, whether now owned or hereafter acquired or arising:
(i) any acquired, and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors products and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent usedthereof, pursuant to the terms Borrower Security Agreement.
(b) The Borrower shall cause each present and future Guarantor to grant to the Agent, for the pro rata benefit of the Banks, a first priority security interest in all personal property of such Guarantor’s Governing Documents, including without limitation all accounts, accounts receivable, equipment, furniture, fixtures, inventory, chattel paper, documents, instruments and general intangibles of each Guarantor, whether now owned or hereafter acquired, and all products and proceeds thereof, pursuant to purchase Portfolio Investments the Guarantor Security Agreements.
(other than Permitted Investments deposited c) The Borrower shall grant to the Agent, for the pro rata benefit of the Banks, a first priority security interest in (a) all of the Borrower's shares of Capital Stock of each of its Domestic Subsidiaries, whether now owned or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreementhereafter acquired, and (Bb) all (but in any event not to exceed 65%) of the proceeds issued and outstanding shares of such withdrawn funds (the items in (A) Capital Stock of each of its direct Foreign Subsidiaries and (B)Foreign Affiliates, collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything pursuant to the contrary in this Credit Borrower Pledge Agreement.
(d) The Borrower shall cause each of its direct Foreign Subsidiaries (including Igienica Difusion Inc. Ltd. at such time as it becomes a Restricted Subsidiary hereunder) to execute a Negative Pledge Agreement with respect to the Capital Stock of their Subsidiaries, whether now owned or any other Loan Document hereafter acquired.
(ie) the term “Collateral” The Borrower shall not include the Unfunded Capital Commitments of the SOX Insidersexecute and cause to be executed and cause each Guarantor to execute and cause to be executed, such further documents and instruments, including but not limited to without limitation Uniform Commercial Code financing statements, as the right to draw down Investor Capital Contributions on such Unfunded Capital CommitmentsAgent, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its sole discretion, (ii) deems necessary or desirable to create, evidence, preserve, and perfect its liens and security interest in the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 1 contract
Samples: Credit Agreement (Drypers Corp)
Collateral. Subject A blanket security interest is granted in all of Debtor's assets, including but not limited to those assets listed on Schedule A attached hereto and incorporated herein by such reference, whether tangible or intangible, now existing or hereafter acquired, including without limitation the following collateral ("Collateral"):
A. Any and all accounts and other rights of Debtor to the terms of the applicable Collateral Documentspayment for goods sold or leased or for services rendered whether or not earned by performance, to secure the payment and performance of the Obligations hereunderincluding, pursuant to a Collateral Account Pledgewithout limitation, a Security Agreementcontract rights, the related financing statements and the other related documentsbook debts, the Guarantor shall grantchecks, notes, drafts, instruments, chattel paper, acceptances, and any and all amounts due to Debtor or other forms of obligations and receivables, now existing or hereafter arising;
B. Any and all of Debtors goods held as inventory, whether now owned or hereinafter acquired, including without limitation, any and all such goods held for sale or lease or being processed for sale or lease in Debtor's business, as now or hereafter conducted, including all materials, goods and work in process, finished goods and other tangible property held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Debtor's business, along with all documents (including documents of title) covering such inventory;
C. Any and all of Debtor's goods held as equipment, whether now owned or hereinafter acquired, including without limitation, all equipment in which Debtor has any rights, and all accessions thereto and substitutions therefor, and all equipment in which Debtor hereafter acquires any rights, whether in possession of a seller, in transit from seller to Debtor, on Debtor's premises or elsewhere, all contractual rights to purchase equipment, all shipping invoices, bills of lading, and warehouse receipts covering such equipment, and all proceeds of such Collateral, whether the equipment be affixed to realty or not. It is expressly agreed that any equipment affixed to realty shall pledge and/or assign by way of security, remain personal property. Debtor agrees not to the Administrative Agent, for the benefit of each affix any equipment or realty or allow any equipment to become accessions to goods without prior written consent of the Secured PartiesParty, as applicable, and in no event in such a first priority, security interest way that removal would damage the realty or goods;
D. Any and Xxxx in all of Debtor's instruments and on its interests in other writings of any type which evidence a right to the followingpayment of money, whether now owned or hereafter acquired acquired, including without limitation, negotiable instruments, promissory notes, and documents of title owned or arising:
(i) any to be owned by Debtor, certificates of deposit, capital stock, and all Unfunded Capital Commitments liens, security agreements, leases and other contracts securing or otherwise relating to any of the Investorssaid instruments or documents;
E. Any and all of Debtor's intangible property, whether now owned or hereafter committedacquired, including but not limited without limitation, all patents, trademarks, services marks, web site addresses, copyrights and exclusive licenses, literary rights, contract rights and all documents, applications, materials and other maters related thereto, all inventions, all manufacturing, engineering, design and production plans, drawings, specifications, processes, codes and systems, all trade names, goodwill and all chattel paper, documents and instruments relating to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretogeneral intangibles;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any F. Any and all guaranties of such Investors’ obligations under the Constituent Documents substitutes and Subscription Agreements including but not limited replacements for, accessions, attachments and other additions to, tools, parts and equipment now or hereafter added to or used in each case of clauses (x)connection with, (y) and (z), any and all representationscash or non-cash proceeds and products of, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
Collateral (iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning income, benefits and property receivable, received or distributed which results from any of the foregoing Collateral, such as dividends payable or distributable in cash, property or stock; insurance distributions of any kind related to the Collateral, including, without limitation, returned premiums, interest, premium and principal payments; redemption proceeds and subscription rights; and shares or other proceeds of conversions or splits of any securities in the Collateral); any and all causes in action of Debtor, whether now existing or hereafter arising, relating directly or indirectly to the Collateral (whether arising in contract, tort or otherwise and whether or not currently in litigation); all certificates of title, manufacturer's statements of origin, other documents, accounts and chattel paper, whether now existing or hereafter arising directly or indirectly from or related to the Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (all warranties, wrapping, packaging, advertising and shipping materials used or that could to be withdrawn pursuant used in connection with or related to the Credit Agreement if deposited Collateral; all of Debtor's books, records, data, plans, manuals, computer software, computer tapes, computer systems, computer disks, computer programs, source codes and object codes containing any information, pertaining directly or credited to a Collateral Account) indirectly to the extent used, pursuant Collateral and all rights of Debtor to retrieve data and other information pertaining directly or indirectly to the terms Collateral from third parties, whether now existing or hereafter arising; and all returned, refused, stopped in transit, or repossessed Collateral;
G. The balance of the Guarantor’s Governing Documentsevery deposit account of Debtor maintained with any bank or savings and loan and all money, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account)instruments, to make payments or distributions to Investors in accordance with the terms hereof or for securities, documents, chattel paper, credits, claims, demands, income, and any other purpose permitted under the Guarantor’s Governing Documents property, rights and this Credit Agreement, interests of Debtor and (B) the proceeds of any thereof; and
H. All proceeds of Collateral of every kind and nature and in whatever form, including, without limitation, both cash and non-cash proceeds resulting or arising from the rendering of services by Debtor or the sale, lease or other disposition by Debtor of the inventory or other Collateral. SCHEDULE A represents a majority of the machinery and equipment presently owned by Debtor, but is not meant to be an exhaustive list of all such withdrawn funds (Collateral presently owned by Debtor nor in any way limit the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything granting by Debtor to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments Secured Party of the SOX Insiders, including but not limited blanket security interest in all of its assets pursuant to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap this Agreement, as provided therein...
Appears in 1 contract
Collateral. Subject to the terms of the applicable Collateral Documents, to secure As collateral security for the payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations hereunderSecured Obligations, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements each Obligor hereby pledges and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, grants to the Administrative Agent, Collateral Agent for the benefit of each of the Secured Parties, as applicable, Parties a first priority, Lien on and a security interest in all personal property and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, Fixtures of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral Obligor including, without limitation, all of such Obligor’s right, title and interest in, to and under the records following property, in each case whether tangible or intangible, wherever located, and whether now owned by such Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all of the Guarantor concerning property described in this Section 3 being collectively referred to herein as “Collateral”):
(a) all Accounts, Receivables (including all Supporting Obligations and collateral securing Receivables) and Receivables Records;
(b) all As-Extracted Collateral;
(c) all Chattel Paper;
(d) all Deposit Accounts;
(e) all Documents;
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles;
(i) all Goods not covered by the other clauses of this Section 3;
(j) the Pledged Shares;
(k) all Instruments, including all Promissory Notes;
(l) all Insurance;
(m) all Intellectual Property;
(n) all Inventory;
(o) all Investment Property, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts;
(p) all Letter-of-Credit Rights;
(q) all Money, as defined in Section 1-201(24) of the NYUCC;
(r) all Commercial Tort Claims including, without limitation, the Commercial Tort Claims described in Annex 6;
(s) all other tangible and intangible personal property whatsoever of such Obligor; and
(t) all Supporting Obligations and all Proceeds of any of the foregoing Collateral; excluding (A) , all Accessions to and substitutions and replacements for, any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to of the Credit Agreement if deposited or credited to a Collateral Account) Collateral, and all offspring, rents, profits and products of any of the Collateral, and, to the extent usedrelated to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Obligor), provided that Collateral shall not include: (1) any lease, license, contract, property rights or agreement to which any Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Obligor therein or (ii) in a breach or termination pursuant to the terms of the Guarantor’s Governing Documentsof, to purchase Portfolio Investments or a default under, any such lease, license, contract, property rights or agreement (other than Permitted Investments deposited in or credited to the extent that any such accountterm would be rendered ineffective by Section 9 406, 9 407, 9 408 or 9 409 of the UCC), to make payments or distributions to Investors in accordance with provided that the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit AgreementCollateral shall include, and (B) the proceeds security interest granted by each Obligor shall attach to, immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, any portion of such withdrawn funds (the items in (A) and (B)lease, collectively “Excluded Proceeds”). Notwithstanding the foregoing license, contract, property rights or anything agreement not subject to the contrary prohibitions specified in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) above (but without obligating such Obligor to cause such license, contract or agreement to contain severable provisions not subject to the term “Collateral” prohibitions specified in (i) or (ii) above), provided further, that the exclusions referred to in this clause (1) shall not include any Portfolio InvestmentProceeds of any such lease, license, contract, property rights or agreement solely to the extent such Proceeds do not otherwise constitute Excluded Property, (2) motor vehicles and other assets to the extent subject to a certificate of title statute, (3) Letter-of-Credit Rights (other than to the extent consisting of a supporting obligation that can be perfected by the filing of a financing statement), (4) any Portfolio Assets governmental licenses or state or local franchises, charters or authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction, (5) any Equity Interests in any partnership (to the extent such partnership is not a wholly owned Subsidiary of such Obligor), joint venture, or other non-wholly owned Subsidiary, in each case to the extent the grant of a security interest therein is prohibited by the organizational documents of the issuer or such Equity Interests, except to the extent such prohibitions or restrictions are ineffective under applicable law, (6) any intent-to-use United States trademark application for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or (d), respectively, or, if filed, has not been deemed in conformance with 15 U.S.C. § 1051 (a) or (c), in each case, only to the extent the grant of security interest in such intent-to-use Trademark is in violation of 15 U.S.C. § 1060 and only unless and until a “Statement of Use” or “Amendment to Allege Use” is filed, has been deemed in conformance with 15 U.S.C. § 1051 (a) and (c) or examined and accepted, respectively, by the United States Patent and Trademark Office, (7) any Excluded ProceedsEquipment, (iii) 8) any of the term “Collateral” shall not include any collateral posted outstanding voting Equity Interests of a Foreign Subsidiary or received Foreign Subsidiary Holding Company in connection with excess of 65% of the Swap Agreementsvoting power of all classes of Equity Interests of such entity entitled to vote, (iv9) those assets to which the Collateral may be subject to Permitted LiensRequisite Lenders and the Borrower each agree that any of the cost, difficulty, burden or consequences (vincluding any adverse tax consequences) of obtaining such a Borrower or the Guarantor may maintain other bank accounts or securities accounts security interest are materially excessive in addition relation to the Collateral Accounts that will not benefit to the Lenders of the security to be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions afforded thereby and (vi10) assets held by the Administrative Agent Aircraft SPV (for so long as it has no material assets (other than the Aircraft and the Secured Parties shall not have any Lien on any property that is not other assets related to the Aircraft to which it has title for purposes of complying with its obligations under the Aircraft Indebtedness), no material liabilities (other than the Aircraft Indebtedness and liabilities incidental thereto) and no material operations (other than the operation and maintenance of the Aircraft and operations incidental thereto)) and the Aircraft SPV Holdco (for so long as it has no material assets (other than the Equity Interests of the Aircraft SPV), no material liabilities (other than the Aircraft Indebtedness) and no material operations) (each of the foregoing, the “CollateralExcluded Property”, except in connection with any Swap Agreement, as provided therein).
Appears in 1 contract
Collateral. Subject to the terms of the applicable Collateral Documents, to To secure the Borrower's prompt, punctual, and faithful payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements all and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured PartiesObligations to the Bank, as applicableBorrower hereby pledges, assigns and grants to the Bank a first priority, continuing security interest and Xxxx in and on its interests in the followingfollowing assets and property, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investorseach item thereof, whether now or hereafter committedarising, owned or acquired by Borrower, due or to become due at any time in the future, or in which Borrower has an interest or obtains an interest, wherever such assets and property are located, together with all substitutions for and replacements of, additions and accessions to, and products and proceeds (of every kind and nature, cash and non-cash, including, without limitation, insurance proceeds and each type of property described below) of, any of the following (all of which together with any other property in which the Bank may in the future be granted a security interest to secure the Obligations, collectively are referred to as the "Collateral"):
(a) all accounts, accounts receivable, notes, drafts, acceptances and other forms of obligations and receivables and rights to payment for credit extended, or for goods sold or leased, or for services rendered, whether or not yet earned by performance, and all other debts, liabilities and obligations in whatever form, owing to Borrower, however arising or created, including but not limited without limitation, all "accounts" as defined in the Uniform Commercial Code of Massachusetts (the "UCC") and all rights of Borrower to draw under letters of credit; and all rights of Borrower in and to the right Inventory which gave rise to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors any Account, and all liens, guaranties and security granted to issue Investor Capital Calls or held by Borrower with respect theretoto an Account or other obligations owing to Borrower;
(iib) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveall inventory, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all Inventory in transit, all returned, rejected, or repossessed Inventory, and all Inventory detained from or rejected for entry into the United States, and all documents of the records of the Guarantor concerning title whether negotiable or non-negotiable) representing any of the foregoing Collateral; excluding foregoing;
(Ac) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to all contract rights, including without limitation, all "contract rights" as formerly defined in the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit AgreementUCC, and any right to payment under a contract not yet earned by performance and not evidenced by an instrument or chattel paper;
(Bd) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insidersall general intangibles, including but not limited without limitation, all goodwill, customer lists, judgments, licenses, permits, trade names, trademarks, patents, patent applications, copyrights, blueprints, drawings, designs, papers, rights to performance, proprietary processes, developmental ideas and concepts, and proprietary information and matter of any kind and nature, and all "general intangibles" as defined in the right to draw down Investor Capital Contributions on such Unfunded Capital CommitmentsUCC;
(e) all equipment, including without limitation, all "equipment" as defined in the UCC and all motor vehicles, rolling stock, machinery, furniture, office equipment, plant equipment, tools, dies, molds and all other goods, property and assets used or any other interests acquired for use in the operation or furtherance of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.Borrower's business;
Appears in 1 contract
Samples: Loan and Security Agreement (Student Advantage Inc)
Collateral. Subject to the terms The Collateral shall consist of all right, title and interest of the applicable Collateral Documents, Company of every kind and nature in and to secure the payment and performance all of the Obligations hereunderfollowing property, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements assets and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each rights of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the followingCompany wherever located, whether now existing or hereafter arising, and whether now or hereafter owned or hereafter acquired by or arising:accruing or owing to the Company, and all proceeds and products thereof (including all proceeds in the Settlement Account, the Cash and Collateral Account and any Custodian Settlement Accounts from time to time):
(a) all Pledged Mortgages;
(b) all Pledged Securities;
(c) any commitments or other agreements issued by any private mortgage insurer or by the FHA or VA to insure or guarantee any Pledged Mortgage;
(d) all commitments of FNMA, FHLMC or other Persons to purchase Pledged Items from the Company or exchange Securities with the Company for Pledged Items;
(e) any options to sell or purchase Securities, future contracts, or any other interest rate protection products which directly or indirectly protect the Company against reductions in value of such Pledged Items due to changes in mortgage interest rates;
(f) the Settlement Account, the Cash and Collateral Account and any Custodian Settlement Accounts and any amounts standing to the credit of the Settlement Account, the Cash and Collateral Account and any Custodian Settlement Accounts then in existence with Approved MBS Custodians, as described in Paragraph 7(c) below;
(g) all cash and Cash Equivalents held by the Credit Agent or Collateral Agent as security for the Secured Obligations;
(h) all Pledged Servicing;
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretoPledged Servicing Sale Receivables;
(iij) all property related to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveforegoing, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, the right to service Pledged Mortgages while owned by the Company, all accounts and general intangibles of whatsoever kind so related and all documents or instruments delivered to the Credit Agent or the Collateral Agent in respect of any Pledged Item, including, without limitation, the right to receive all insurance proceeds and condemnation awards which may be payable in respect of the records premises encumbered by any Pledged Mortgage; and
(k) all proceeds and products of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinforegoing.
Appears in 1 contract
Collateral. Subject to the terms of the applicable Collateral Documents, to secure As collateral security for the payment and performance of the Obligations hereunderin full when due (whether at stated maturity, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each acceleration or otherwise) of the Secured PartiesObligations, each Obligor hereby pledges and grants to Lender as applicable, hereinafter provided a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors Obligor’s right, title and (z) any interest in, to and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited tofollowing property, in each case whether tangible or intangible, wherever located, and whether now owned by such Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all of clauses the property described in this Section 3 being collectively referred to herein as “Collateral”):
(x)a) all Accounts, (y) Receivables and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoReceivables Records;
(iiib) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such As-Extracted Collateral;
(ivc) each Collateral Accountall Chattel Paper; (d) all Deposit Accounts; (e) all Documents and Contracts; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles, including but not limited to any and all funds claims for damages by way of past, present and financial assets on deposit therein future infringement of any Intellectual Property, with the right, but not the obligation, to sue for and collect such damages for said use or credited theretoinfringement of Intellectual Property; and
(vi) any all Goods not covered by the other clauses of this Section 3; (j) the Pledged Shares; (k) all Instruments, including all Promissory Notes; (l) all Insurance; (m) all Intellectual Property; (n) all Inventory; (o) all Investment Property, including all Securities, all Securities Accounts and all proceeds Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts; (p) all Letter-of-Credit Rights; (q) all Money, as defined in Section 1-201(24) of the NYUCC; (r) all commercial tort claims, as defined in Section 9-102(a)(13) of the NYUCC, including those arising out of the events described on Annex 6; (s) all other tangible and intangible personal property whatsoever of such Obligor; and (t) all Proceeds of any of the foregoing Collateral including, without limitationCollateral, all of the records of the Guarantor concerning Accessions to and substitutions and replacements for, any of the foregoing Collateral; excluding (A) , and all offspring, rents, profits and products of any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to of the Credit Agreement if deposited or credited to a Collateral Account) Collateral, and, to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such accountObligor or any computer bureau or service company from time to time acting for such Obligor), provided that Collateral hereunder shall not include: (1) any lease, license, contract, property rights or agreement to make payments which any Obligor is a party (or distributions to Investors in accordance with any of its rights or interests thereunder) if the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds grant of such withdrawn funds (the items security interest would constitute or result in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document either (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insidersabandonment, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, invalidation or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.unenforceability of
Appears in 1 contract
Collateral. Subject to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, As collateral security for the benefit of each prompt payment in full when due (whether at stated maturity, by acceleration or mandatory prepayment or otherwise) of the Secured PartiesObligations, the Company hereby pledges and grants to Bank as applicablehereinafter provided, a first priority, security interest in all of its right, title and Xxxx in and on its interests interest in the followingfollowing property, whether now owned by the Company or hereafter acquired and whether now existing or arising:hereafter coming into existence, and wherever located (all being collectively referred to herein as "Collateral"):
(ia) any the securities listed on Schedule 1 hereto and all Unfunded Capital Commitments of the Investors, whether other securities now or hereafter committedowned by the Company and pledged from time to time by the Company hereunder, including but not limited excluding securities released by the Bank from the pledge hereof (collectively, the "Pledged Securities") and all Advances now or hereafter owned by the Company and pledged from time to time by the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments Company hereunder, excluding Advances released by the Bank from such Investors and to issue Investor Capital Calls with respect theretothe pledge hereof (collectively, the "Pledged Advances");
(iib) to the extent relating to the Unfunded Capital Commitments all shares, securities, moneys or property representing principal of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under interest on any of the foregoing Collateral and any and all security and other property with Pledged Assets, or representing a distribution in respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Pledged Assets, or resulting from reclassification or other like change of any of the Pledged Assets or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, any of the Pledged Assets;
(c) the balance from time to time in the Collateral Account;
(d) any policy of insurance on any of the foregoing, including, without limitation, all insurance payable by reason of the records of the Guarantor concerning loss or damage to any of the foregoing Collateral; excluding Pledged Assets;
(Ae) all proceeds of and from any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documentsproperty of the Company described in clauses (a) through (d) above in this Section 3 (including, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to without limitation, any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (Binsurance thereon), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 1 contract
Collateral. Subject to (a) When the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documentsGuarantor acquires any rights therein, the Guarantor shall grantwill be the sole beneficial owner of the Collateral and no Lien will exist upon the Collateral at any time (and no right or option to acquire the same will exist in favor of any other Person), except for Liens permitted under Section 8.06 of the Credit Agreement and shall except for the pledge and/or assign by way and security interest in favor of security, to the Administrative Agent, Agent for the benefit of each of the Secured PartiesLenders created or provided for herein, as applicable, which pledge and security interest constitute a first priority, priority perfected pledge and security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in Intellectual Property registered or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments otherwise located outside of the SOX InsidersUnited States of America).
(b) Annexes 1, including but not limited 2 and 3 hereto, respectively, set forth a complete and correct list of all Copyrights, Patents and Trademarks owned by the Guarantor on the date hereof; except pursuant to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any licenses and other interests of the SOX Insiders, if any, unless so elected user agreements entered into by the Guarantor in its discretionthe ordinary course of business, that are listed in Annex 4 hereto, the Guarantor owns and possesses the right to use, and has done nothing to authorize or enable any other Person to use, any Copyright, Patent or Trademark listed in said Annexes 1, 2 and 3, and all registrations listed in said Annexes 1, 2 and 3 are valid and in full force and effect; except as may be set forth in said Annex 4, the Guarantor owns and possesses the right to use all Copyrights, Patents and Trademarks.
(c) Annex 4 hereto sets forth a complete and correct list of all licenses and other user agreements included in the Intellectual Property on the date hereof.
(d) To the Guarantor's knowledge, (i) except as set forth in Annex 4 hereto, there is no violation by others of any right of the Guarantor with respect to any Copyright, Patent or Trademark listed in Annexes 1, 2 and 3 hereto, respectively, and (ii) the term “Collateral” shall Guarantor is not include infringing in any Portfolio Investmentrespect upon any Copyright, Patent or Trademark of any Portfolio Assets other Person; and no proceedings have been instituted or are pending against the Guarantor or, to the Guarantor's knowledge, threatened, and no claim against the Guarantor has been received by the Guarantor, alleging any Excluded Proceedssuch violation, except as may be set forth in said Annex 4.
(iiie) The Guarantor does not own any Trademarks registered in the term “Collateral” shall not include any collateral posted United States of America to which the last sentence of the definition of Trademark Collateral applies.
(f) Any goods now or received hereafter produced by the Guarantor included in connection the Collateral have been and will be produced in compliance with the Swap Agreements, (iv) requirements of the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap AgreementFair Labor Standards Act, as provided thereinamended.
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Collateral. Subject to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Borrower Security Agreement, the related financing statements and the other related documents, the Guarantor Primary Borrower shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx Lien in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor Primary Borrower (as the case may be) concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Corporate Documents, to purchase Portfolio Fund Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Corporate Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor Primary Borrower in its discretion, (ii) the term “Collateral” shall not include any Portfolio Fund Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 1 contract
Samples: Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Collateral. Subject to the terms of the applicable Collateral Documents, to To secure the full and complete payment and ---------- performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security AgreementObligations, the related financing statements and the other related documents, the Guarantor shall grantLoan Parties will, and shall pledge and/or assign by way will cause Holdings and each of securitythe Borrower's Subsidiaries, other than Supremex and its Subsidiaries, other than Unrestricted Subsidiaries and other than MTRC, to, grant to the Administrative Agent, Agent for the benefit of each the Agent and the Lenders a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Secured PartiesAgent) on all of their rights, as applicable, a first priority, security interest titles and Xxxx interests in and on its interests in to the followingfollowing Property, whether now owned or hereafter acquired or arisingacquired, pursuant to the Security Documents:
(ia) any all Capital Stock of the Borrower and certain other Property of Holdings as specified in the Holdings Security Agreement and all Unfunded Capital Commitments Stock of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments Subsidiaries of the Investors constituting Collateral in clause (i) above, (x) Borrower owned by the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) Borrower or any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any Subsidiary of the foregoing Collateral and any and all security and Borrower other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any than Capital Stock of the foregoing Collateral Subsidiaries of Supremex owned by Supremex or a Subsidiary of Supremex, including, without limitation, all Capital Stock of Unrestricted Subsidiaries and other Subsidiaries of the records Borrower; provided, however, that such Lien shall -------- ------- relate only to 66% of the Guarantor concerning any shares of each class of Capital Stock of Supremex and 66% of the foregoing Collateralshares of each class of Capital Stock of Supremex Holdings issued and outstanding from time to time; and
(b) all other Property of the Borrower and its Subsidiaries other than (i) Supremex and its Canadian Subsidiaries, (ii) Unrestricted Subsidiaries, and (iii) MTRC, including, without limitation, the Mortgaged Properties and all accounts (including, without limitation, Receivables), inventory (including, without limitation, Inventory), equipment (other than equipment which is, concurrently herewith, being sold by the Borrower and its Subsidiaries and immediately leased back by the Borrower and its Subsidiaries pursuant to the Equipment Lease Facility Documents), contract rights, general intangibles, instruments, chattel paper, Permits, Intellectual Property and intercompany Debt, but excluding the Mail-Well ESOP Loan Documents, immaterial leases, intangibles prohibiting liens and certificated vehicles (provided, however, that (A) the Agent may, in its -------- ------- discretion and given applicable mortgage tax considerations, determine that certain real Properties of the Borrower or its Subsidiaries located in the States of New York and Tennessee shall not be required to secure the Obligations or any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant portion thereof if, in the Agent's judgment, the effect thereof is not materially adverse to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, Lenders and (B) the proceeds of such withdrawn funds (real Properties acquired by the items in (A) Borrower pursuant to the Quality Park Acquisition and (B)located at 0000 Xxxx Xxxxxx, collectively “Excluded Proceeds”Xx. Xxxx, Minnesota and 0000 Xxxxxxxx Xxxxxxxxx, Atlanta, Georgia shall not be required to secure the Obligations). Notwithstanding If required by the foregoing or anything to Agent, the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments pledge of the SOX Insiders, including but not limited to Capital Stock of Supremex shall be appropriately registered in the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests share registry of Supremex. None of the SOX InsidersCapital Stock to be pledged in accordance with this Section 5.1 shall be subject to any ----------- transfer restriction, shareholders' agreement or other restriction except for such restrictions, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral as may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition reasonably acceptable to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinAgent.
Appears in 1 contract
Samples: Credit Agreement (Mail Well Inc)
Collateral. Subject to (a) Such Guarantor is the terms sole beneficial owner of the applicable Collateral Documentsin which it purports to grant a security interest pursuant to Section 4 hereof and no Lien exists or will exist upon such Collateral at any time (and no right or option to acquire the same exists in favor of any other Person), to secure the payment and performance except for Liens permitted under Section 8.06 of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, Credit Agreement and except for the related financing statements pledge and security interest in favor of the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, Agent for the benefit of each the Lenders created or provided for herein, which pledge and security interest constitute a first priority perfected pledge Subsidiary Guarantee and Security Agreement - 7 148 and security interest (except as otherwise provided herein) in and to all of such Collateral (except for such Liens as are permitted under Section 8.06 of the Secured PartiesCredit Agreement).
(b) The Pledged Stock represented by the certificates identified under the name of such Guarantor in Annex 1 hereto is, as applicable, and all other Pledged Stock in which such Guarantor shall hereafter grant a first priority, security interest pursuant to Section 4 hereof will be, duly authorized, validly existing, fully paid and Xxxx in non-assessable and on its interests in none of such Pledged Stock is or will be subject to any contractual restriction, or any restriction under the followingcharter or by-laws of the respective Issuer of such Pledged Stock, whether now owned or hereafter acquired or arising:upon the transfer of such Pledged Stock (except for any such restriction contained herein).
(ic) any Except as permitted under the Credit Agreement and all Unfunded Capital Commitments of indicated on Annex 1, the Investors, whether now or hereafter committed, including but not limited to Pledged Stock represented by the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to certificates identified under the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, name of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, Guarantor in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, Annex 1 hereto constitutes all of the records issued and outstanding shares of capital stock of any class of the Issuers beneficially owned by such Guarantor concerning any on the date hereof (whether or not registered in the name of such Guarantor) and said Annex 1 correctly identifies, as at the date hereof, the respective Issuers of such Pledged Stock, the respective class and par value of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any shares comprising such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent Pledged Stock and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinrespective number of shares (and registered owners thereof) represented by each such certificate.
Appears in 1 contract
Samples: Credit Agreement (Suiza Foods Corp)
Collateral. Subject The Borrower will (a) warrant and defend the right, title and interest of the Lender in and to the terms Collateral against the claims and demands of the applicable Collateral Documentsall persons whomsoever; (b) service, or cause to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitationbe serviced, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors Mortgage Loans in accordance with the terms hereof or for any other purpose permitted requirements of the issuers of Master Commitments and Purchase Commitments covering the same and all applicable FHA and VA requirements (including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans); (c) hold all escrow funds collected in respect of Mortgage Loans in trust, without commingling the Guarantor’s Governing Documents and this Credit Agreementsame with non-custodial funds, and apply the same for the purposes for which such funds were collected; (Bd) comply in all respects with the proceeds terms and conditions of such withdrawn funds all Master Commitments and Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto, and deliver or cause to be delivered to the applicable Investor the Mortgage Loans to be sold under each Purchase Commitment not later than three (3) Business Days prior to the items in (A) expiration thereof; and (B)e) maintain, collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything and, upon request, shall make available to the contrary Lender the originals, or copies in this Credit Agreement or any other Loan Document (i) case where the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited original has been delivered to the right Lender or to draw down Investor Capital Contributions on such Unfunded Capital an Investor, of its Mortgage Notes, Mortgages, Purchase Commitments, or any Hedging Contracts, Master Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition information and data relating to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 1 contract
Collateral. Subject (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the terms of Borrower under Applicable Law. As collateral security for the applicable Collateral Documentsprompt, to secure the complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security AgreementObligations, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, Borrower hereby grants to the Administrative Agent, as agent for the benefit of each of the Secured Parties, as applicable, a first priority, lien on and security interest in all of the Borrower’s right, title and Xxxx in interest in, to and on its interests in under the following, whether now existing or owned or hereafter arising or acquired or arising:by the Borrower (collectively, the “Collateral”):
(i) any the Receivables and all Unfunded Capital Commitments of the Investorsrelated Contracts, whether now or hereafter committed, (including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors service the Receivables in connection therewith), and to issue Investor Capital Calls any accounts or obligations evidenced thereby, any guarantee thereof, all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect theretoto any such Receivables) or to become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date;
(ii) the 2021-1C SUBI, the 2021-1C SUBI Certificate and any related rights, authority, powers and privileges of the holder and the beneficiary thereof under the related Trust Documents, including a beneficial interest in the North Carolina Receivables from time to time allocated to the extent relating 2021-1C SUBI, including all monies due and to become due with respect thereto and all proceeds thereof, and all payments and distributions thereunder of whatever kind or character and whether in cash or other property, at any time made or distributable to the Unfunded Capital Commitments Borrower thereunder or in respect thereof, whether due or to become due, including, without limitation, the immediate and continuing right of the Investors constituting Collateral in clause Borrower to receive and collect all amounts payable to the holder thereof, and all of the Borrower’s rights, remedies, powers, interests and privileges under the Trust Documents (i) abovewhether arising pursuant to the terms thereof or otherwise available to Borrower), (x) including, without limitation, the Constituent right to enforce the Trust Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) to give or withhold any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited toconsents, in each case of clauses (x)requests, (y) and (z)notices, any directions, approvals or waivers thereunder and all representationsamounts due and to become due thereunder, warranties, covenants and other agreements of such Investors whether payable as indemnities or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretodamages for breach thereof;
(iii) any (A) the First Tier Purchase Agreement and all agreements, instruments remedies thereunder and other documents of every kind or description the assignment to the extent evidencing Administrative Agent of all UCC financing statements filed by Regional Management against each Originator (other than a Bank Originator) under or supporting obligations under in connection with the First Tier Purchase Agreement and (B) any of the foregoing Collateral and any Bank Originator Transfer Agreement and all security remedies thereunder and other property the assignment to the Administrative Agent of all UCC financing statements filed by Regional Management against such Bank Originator under or in connection with respect to such Collateral;the Bank Originator Transfer Agreement, if any; 78
(iv) each Collateral Account, including but not limited to any the Second Tier Purchase Agreement and all funds remedies thereunder and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant assignment to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms Administrative Agent of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected all UCC financing statements filed by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets Borrower against Regional Management under or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Second Tier Purchase Agreement, as provided therein.;
Appears in 1 contract
Collateral. Subject As security for the Obligations, the Debtor does hereby transfer, assign and convey to the terms Secured Party, and grant to the Secured Party a security interest in, all of the applicable Collateral Documentsits right, title and interest in, to secure and under the payment and performance of the Obligations hereunderfollowing property, pursuant to a Collateral Account Pledgewhether real, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the followingpersonal or mixed, whether now owned or hereafter acquired by the Debtor, and wherever located (hereinafter collectively called the "Collateral"):
(a) All Equipment, Inventory, materials, vehicles, supplies, fixtures, goods and other tangible personal property of the Debtor (hereinafter collectively called the "Tangible Collateral" except to the extent any lease or arising:agreement with respect thereto would be violated if they were covered by the terms of this Security Agreement or treated as Collateral under this Security Agreement);
(b) all existing and future leases and use agreements of personal property entered into by the Debtor as lessor with other Persons as lessees, including, without limitation, the right to receive and collect all rentals and other monies, including security deposits, at any time payable under such leases and agreements;
(c) any existing and future leases and use agreements of personal property entered into by the Debtor as lessee with other Persons as lessor, including, without limitation, the leasehold interest of the Debtor in such property, and all options to purchase such property or to extend any such lease or agreement, except any such leases or agreements which would be violated if they were covered by the terms of this Security Agreement or treated as Collateral for the purposes of this Security Agreement;
(d) any and all accessions and additions now or hereafter made or added to any of the property described in subparagraphs (a) through (c) above, any substitutions and replacements therefor, and all attachments and improvements now or hereafter placed upon or used in connection therewith, or any part thereof;
(e) all Accounts of the Debtor;
(f) all General Intangibles of the Debtor and any agreements constituting part of General Intangibles except such agreements which would be violated if they were covered by the terms of this Security Agreement or treated as Collateral for the purposes of this Security Agreement;
(g) all Deposit Accounts and all monies of the Debtor and all bank accounts in which such monies may at any time be held and all investments or securities in which such monies may at any time be invested and all certificates, instruments and documents from time to time representing or evidencing any such monies;
(h) all interest, dividends, proceeds, products, rents, royalties, issues and profits of any of the Collateral described in subparagraphs (a) through (h) above and all notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Secured Party for or on behalf of the Debtor in substitution for or in addition to any or all of said property;
(i) any all books, documents and all Unfunded Capital Commitments of the Investors, records (whether now on computer or hereafter committed, including but not limited otherwise) related to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
items described in subparagraphs (iva) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretothrough (h) above; and
(vj) any all products and all proceeds of any of the foregoing items described in subparagraphs (a) through (i) above. No submission by the Debtor to the Secured Party of a schedule or other particular identification of Collateral includingshall be necessary to vest in the Secured Party security title to and a security interest in each and every item of Collateral of the Debtor now existing or hereafter created and acquired, but rather such title and security interest shall vest in the Secured Party immediately upon the creation or acquisition of any item of Collateral hereafter created or acquired, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or necessity for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected further action by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets Debtor or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and by the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinParty.
Appears in 1 contract
Samples: Security Agreement (Windswept Environmental Group Inc)
Collateral. Subject As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of its Secured Obligations, each Obligor hereby pledges and grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, Agent for the benefit of each the Secured Parties as hereinafter provided a security interest in all of such Obligor’s right, title and interest in, to and under all of the Secured Partiesfollowing property and assets, as applicablein each case whether tangible or intangible, a first prioritywherever located, security interest and Xxxx in and on its interests in the following, whether now owned by such Obligor or hereafter acquired and whether now existing or arising:hereafter coming into existence (all of the property described in this Section 4 being collectively referred to herein as “Collateral”):
(ia) any all Accounts, all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls Security Entitlements with respect theretothereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims;
(iib) to the extent relating related to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveany Collateral, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoSupporting Obligations;
(iiic) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under related to any of the foregoing Collateral and any and Collateral, all security books, correspondence, credit files, records, invoices and other property with respect papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretoObligor); and
(vd) any and all proceeds Proceeds of any of the foregoing Collateral includingCollateral. IT BEING UNDERSTOOD, without limitationHOWEVER, all of that (x) in no event shall the records of the Guarantor concerning security interest granted under this Section 4 attach to (1) any contract, property rights, obligation, instrument or agreement to which an Obligor is a party (or to any of its rights or interests thereunder) if the foregoing Collateral; excluding grant of such security interest would constitute or result in either (Ai) the abandonment, invalidation or unenforceability of any funds properly withdrawn from right, title or interest of such Obligor therein or (ii) in a Collateral Account (breach or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, termination pursuant to the terms of the Guarantor’s Governing Documentsof, to purchase Portfolio Investments or a default under, any such contract, property rights, obligation, instrument or agreement (other than Permitted Investments deposited in or credited to the extent that any such accountterms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), to make payments or distributions to Investors in accordance with the terms hereof or for (2) any other purpose permitted under the Guarantor’s Governing Documents and this Credit AgreementExcluded Assets, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or notwithstanding anything to the contrary provided in this Credit Agreement or any other Loan Document (i) Agreement, the term “Collateral” shall not include include, and the Unfunded Capital Commitments of the SOX InsidersObligors shall not be deemed to have granted a security interest in, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, Excluded Assets and (iiy) the term “Collateral” shall not include any Portfolio InvestmentObligors, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition by notice to the Collateral Accounts Agent, exclude from the grant of a security interest provided above in this Section 4, any Special Equity Interests designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that will not be considered “Collateral” and the Borrower may at any later time rescind any such other accounts shall not be subject designation by similar notice to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinCollateral Agent).
Appears in 1 contract
Samples: Guarantee, Pledge and Security Agreement (Alcentra Capital Corp)
Collateral. Subject to the terms of the applicable Collateral Documents, to To secure the payment and performance of the Obligations hereunderObligations, pursuant Debtor hereby grants to Secured Party a Collateral Account Pledgesecurity interest in and right of set-off against any and all right, a Security Agreementtitle and interest in and to any and all personal property and interests in personal property of Debtor, the related financing statements and the other related documentswhether now owned or existing or hereafter created, the Guarantor shall grantacquired or arising, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each including all of the Secured Parties, as applicable, a first priority, security interest following properties and Xxxx in and on its interests in the followingproperties, whether now owned or hereafter created, acquired or arising:, subject to the Excluded Assets below (all being collectively referred to herein as the “Collateral”):
(a) Accounts;
(b) Chattel Paper;
(c) Commercial Tort Claims, including without limitation those Commercial Tort Claims in which Debtor has any interest specified on the Perfection Certificate;
(d) Deposit Accounts, including the Collection Account, and all cash and other property deposited therein or otherwise credited thereto from time to time, and all other monies and property of Debtor in the possession or under the control of Secured Party or any Affiliate, representative, agent or correspondent of Secured Party;
(e) Documents;
(f) General Intangibles, including without limitation any and all Intellectual Property and Payment Intangibles;
(g) Goods, including without limitation any and all Inventory, any and all Equipment and any and all Fixtures;
(h) Instruments;
(i) Investment Property;
(j) Letter-of-Credit Rights;
(k) Supporting Obligations;
(l) Money and any and all Unfunded Capital Commitments of the Investors, other personal property and interests in personal property whether now or hereafter committed, including but not limited subject to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect theretoUCC;
(iim) to the extent Any and all books and records, in whatever form or medium, that at any time evidence or contain information relating to the Unfunded Capital Commitments any of the Investors constituting Collateral foregoing properties or interests in clause properties or are otherwise necessary or helpful in the collection thereof or realization thereon;
(in) above, (x) the Constituent Documents, (y) the Subscription Agreements All Accessions and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited additions to, in each case of clauses (x), (y) and (z)substitutions and replacements of, any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretoforegoing; and
(vo) any All Proceeds and products of the foregoing, and all proceeds of any of insurance pertaining to the foregoing and proceeds thereof; provided, however, that the Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreementshall not include, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investmentno security interest is hereby granted in, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinAsset.
Appears in 1 contract
Samples: Security Agreement (Axesstel Inc)
Collateral. Subject to This Agreement secures, and is security for, the terms Secured Obligations. As collateral security for the prompt payment in full when due of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documentsSecured Obligations, the Guarantor shall granthereby pledges to the Sellers, and shall pledge and/or assign by way of security, grants to the Administrative Agent, Sellers for the benefit of each of the Secured Parties, Parties as applicablehereinafter provided, a first priority, priority security interest in all of the Guarantor’s right, title and Xxxx interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and on its interests whether now owned by the Guarantor or hereafter acquired and whether now existing or hereafter coming into existence (all of the property described in this Section 3 being collectively referred to herein as “Collateral”):
(a) the Pledged Shares and any certificates representing the Pledged Shares;
(b) all securities resulting from a split-up, revision, reclassification or other like change of the Pledged Shares or otherwise received in respect of or in exchange therefor;
(c) all Additional Shares;
(d) all right, title and interest of the Guarantor in the followingAccount, all Financial Assets and Cash Collateral held therein or credited thereto and all Security Entitlements in respect thereof, and all rights of the Guarantor in respect of the foregoing, whether now owned or existing or hereafter acquired or arising:
(i) any arising and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretowherever located; and
(ve) any and all proceeds Proceeds of any of the foregoing Collateral includingCollateral, without limitationand substitutions and replacements for, all of the records of the Guarantor concerning any of the foregoing Collateral; , including any profits of any of the Collateral but excluding any cash dividends, in kind dividends or stock dividends (A) any funds properly withdrawn but not excluding Collateral resulting from a Collateral Account (stock split or that could be withdrawn pursuant to the Credit Agreement if deposited analogous transaction), income or credited to a Collateral Account) to the extent used, pursuant to the terms revenue of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.
Appears in 1 contract
Samples: Pledge and Security Agreement (Telecom Italia S P A)
Collateral. Subject As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of its Secured Obligations, each Obligor hereby pledges and grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, Agent for the benefit of each the Secured Parties as hereinafter provided a security interest in all of such Obligor’s right, title and interest in, to and under all of the Secured Partiesfollowing property and assets, as applicablein each case whether tangible or intangible, a first prioritywherever located, security interest and Xxxx in and on its interests in the following, whether now owned by such Obligor or hereafter acquired and whether now existing or arising:hereafter coming into existence (all of the property described in this Section 4, other than the property excluded pursuant to the proviso to this Section 4, being collectively referred to herein as “Collateral”):
(ia) any all Accounts, all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls Security Entitlements with respect theretothereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims;
(iib) to the extent relating related to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) aboveany Collateral, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretoSupporting Obligations;
(iiic) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under related to any of the foregoing Collateral and any and Collateral, all security books, correspondence, credit files, records, invoices and other property with respect papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretoObligor); and
(vd) any and all proceeds Proceeds of any of the foregoing Collateral includingCollateral. PROVIDED, without limitationHOWEVER, all that in no event shall the security interest granted under this Section 4 attach to (and there shall be excluded from the definition of the records of the Guarantor concerning any of the foregoing “Collateral; excluding ”) (A) any funds properly withdrawn from contract, property rights, obligation, instrument or agreement to which an Obligor is a Collateral Account party (or that could be withdrawn pursuant to any of its rights or interests thereunder) if the Credit Agreement if deposited grant of such security interest would constitute or credited to result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein, (ii) a Collateral Account) to the extent used, breach or termination pursuant to the terms of the Guarantor’s Governing Documentsof, to purchase Portfolio Investments or a default under, any such contract, property rights, obligation, instrument or agreement (other than Permitted Investments deposited in or credited to the extent that any such accountterms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction, or (iii) any assets with respect to which applicable law prohibits the creation or perfection of such security interests therein (other than to the extent that any such prohibition is rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) any Excluded Assets, and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or notwithstanding anything to the contrary provided in this Credit Agreement or any other Loan Document (i) Agreement, the term “Collateral” shall not include include, and the Unfunded Capital Commitments of the SOX InsidersObligors shall not be deemed to have granted a security interest in, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, Excluded Assets and (ii2) the term “Collateral” shall not include any Portfolio InvestmentObligors, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition by notice to the Collateral Accounts that will not be considered “Collateral” Agent, exclude from the grant of a security interest provided above in this Section 4 (and such other accounts shall not be subject to control agreements or other restrictions and (vi) exclude from the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not definition of “Collateral”), except any Special Equity Interests designated by the Borrower in connection with reasonable detail to the Collateral Agent in such notice (it being understood that the Borrower may at any Swap Agreement, as provided thereinlater time rescind any such designation by similar notice to the Collateral Agent).
Appears in 1 contract
Samples: Guarantee, Pledge and Security Agreement (FS Investment Corp II)
Collateral. Subject As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Securing Party hereby pledges and grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, Parties as applicablehereinafter provided, a first priority, security interest and Xxxx in and on its interests to all of such Securing Party's right, title and interest in the followingfollowing property, whether now owned by such Securing Party or hereafter acquired and whether now existing or arisinghereafter coming into existence (all being collectively referred to herein as "COLLATERAL"):
(a) the shares of voting stock of the Issuers identified in Annex 3 under the name of such Securing Party and all other shares of capital stock of whatever class of the Issuers together with all rights, privileges, authority and power of such Issuer with respect to such shares, in each case together with the certificates, instruments and agreements, if any, evidencing the same (collectively, the "PLEDGED STOCK"), together with:
(i) all shares, securities, moneys or property representing a dividend on any and all Unfunded Capital Commitments of the InvestorsPledged Stock, whether now or hereafter committedrepresenting a distribution or return of capital upon or in respect of the Pledged Stock, including but not limited or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in NON-SHARING SECURITY AND GUARANTEE AGREEMENT exchange therefor, and any subscription warrants, rights, agreements or options issued to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with holders of, or otherwise in respect thereto;of, the Pledged Stock; and
(ii) to without affecting the extent relating to obligations of such Securing Party under any provision prohibiting such action hereunder or under the Unfunded Capital Commitments Solutia Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Investors constituting Collateral in capital stock of the successor corporation (unless such successor corporation is such Securing Party itself) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to this clause (ii) and clause (i) aboveabove being herein collectively called the "STOCK COLLATERAL"); PROVIDED that, notwithstanding the foregoing, the Stock Collateral of any Restricted Issuer shall be limited to 65% of the issued and outstanding shares of voting stock of such Restricted Issuer (xit being understood that, in the case of Solutia Europe, shares of treasury stock or stock of Solutia Europe held by Solutia Europe shall not be deemed to be outstanding) and 100% of all other issued and outstanding shares of capital stock of whatever class of such Issuer;
(b) the Constituent DocumentsPledged Debt;
(c) all Accounts and all Intellectual Property;
(d) all instruments, chattel paper (ywhether tangible or electronic) or letters of credit (each as defined in the Subscription Agreements and Side Letters, if any, Uniform Commercial Code) of such Investors and Securing Party evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to) promissory notes, in each case drafts, bills of clauses exchange and trade acceptances (xherein collectively called "INSTRUMENTS"), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iiie) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such CollateralInventory;
(ivf) each contract and other agreement of such Securing Party relating to the sale or other disposition of Inventory;
(g) all documents of title (as defined in the Uniform Commercial Code) or other receipts of such Securing Party covering, evidencing or representing Inventory (herein collectively called "DOCUMENTS");
(h) all rights, claims and benefits of such Securing Party against any Person arising out of, relating to or in connection with Inventory purchased by such Securing Party, including any such rights, claims or benefits against any Person storing or transporting such Inventory;
(i) all Investment Property and Financial Assets contained in the Collateral Account, including but not limited ; NON-SHARING SECURITY AND GUARANTEE AGREEMENT
(j) the balance from time to any and all funds and financial assets on deposit therein or credited theretotime in the Collateral Account; and
(vk) any all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and all proceeds replacements of and to any of the foregoing Collateral includingand, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent usedrelated to any Collateral, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Securing Party or any computer bureau or service company from time to time acting for such Securing Party; PROVIDED that (i) Debt (as defined in the Existing Note Indentures), or shares of stock, of any Restricted Subsidiary (as defined in the Existing Note Indentures) owned or held by the Company or any other Restricted Subsidiary shall not be included as part of the Collateral under this Agreement and (ii) licenses and other user agreements pursuant to which any Securing Party has been granted the terms right to use any Copyrights, Patents or Trademarks owned by others shall be included in the Collateral only to the extent permitted under the applicable instruments pursuant to which such licenses and user agreements are created or granted. The Securing Parties hereto contemplate that the pledge of shares of capital stock of Solutia Europe and Solutia UK Holdings Ltd. provided above may be supplemented by one or more separate pledge agreements or confirmations or restatements (to the extent such pledge agreement has heretofore been executed) executed and delivered by the relevant Securing Parties in favor of the Guarantor’s Governing DocumentsCollateral Agent, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors which pledge agreements will provide for the pledge of shares in accordance with the terms requirements of the law of Belgium or of England and Wales, as applicable; upon the execution and delivery of any such pledge agreement or confirmation or restatement, as applicable, (whether on the date hereof or for any other purpose permitted under thereafter), the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds provisions of such withdrawn funds (pledge agreement or confirmation or restatement, as applicable, shall supersede in their entirety the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything provisions of this Agreement with respect to the contrary in this Credit Agreement shares of capital stock of Solutia Europe or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on Solutia UK Holdings Ltd. pledged by such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinSecuring Party hereunder.
Appears in 1 contract
Collateral. Subject (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the terms of Borrower under Applicable Law. As collateral security for the applicable Collateral Documentsprompt, to secure the complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security AgreementObligations, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, Borrower hereby grants to the Administrative Agent, as agent for the benefit of each of the Secured Parties, as applicable, a first priority, lien on and security interest in all of the Borrower’s right, title and Xxxx in interest in, to and on its interests in under the following, whether now existing or owned or hereafter arising or acquired or arising:by the Borrower (collectively, the “Collateral”):
(i) any the Receivables and all Unfunded Capital Commitments of the Investorsrelated Contracts, whether now or hereafter committed, (including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors service the Receivables in connection therewith), and to issue Investor Capital Calls any accounts or obligations evidenced thereby, any guarantee thereof, all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect theretoto any such Receivables) or to become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date;
(ii) the 2021-1C SUBI, the 2021-1C SUBI Certificate and any related rights, authority, powers and privileges of the holder and the beneficiary thereof under the related Trust Documents, including a beneficial interest in the North Carolina Receivables from time to time allocated to the extent relating 2021-1C SUBI, including all monies due and to become due with respect thereto and all proceeds thereof, and all payments and distributions thereunder of whatever kind or character and whether in cash or other property, at any time made or distributable to the Unfunded Capital Commitments Borrower thereunder or in respect thereof, whether due or to become due, including, without limitation, the immediate and continuing right of the Investors constituting Collateral in clause Borrower to receive and collect all amounts payable to the holder thereof, and all of the Borrower’s rights, remedies, powers, interests and privileges under the Trust Documents (i) abovewhether arising pursuant to the terms thereof or otherwise available to Borrower), (x) including, without limitation, the Constituent right to enforce the Trust Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) to give or withhold any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited toconsents, in each case of clauses (x)requests, (y) and (z)notices, any directions, approvals or waivers thereunder and all representationsamounts due and to become due thereunder, warranties, covenants and other agreements of such Investors whether payable as indemnities or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretodamages for breach thereof;
(iii) any each First Tier Purchase Agreement and all agreements, instruments remedies thereunder and other documents of every kind or description the assignment to the extent evidencing Administrative Agent of all UCC financing statements filed by Regional Management against each Originator under or supporting obligations under any of in connection with the foregoing Collateral and any and all security and other property with respect to such CollateralFirst Tier Purchase Agreement;
(iv) each Collateral Account, including but not limited to any the Second Tier Purchase Agreement and all funds remedies thereunder and financial assets on deposit therein the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Regional Management under or credited thereto; andin connection with the Second Tier Purchase Agreement;
(v) the Account Collateral;
(vi) all Liquidation Proceeds;
(vii) all Hedge Collateral;
(viii) all Receivable Files, Servicer Files and the Schedule of Receivables, and the documents, agreements and instruments included in the Receivable Files and Servicer Files, including rights of recourse of the Borrower against the related Originators and Regional Management;
(ix) all Records, documents and writings evidencing or related to the Receivables or the Contracts;
(x) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof), payments and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise;
(xi) all security interests, Liens, guaranties and other encumbrances in favor of or assigned or transferred to the Borrower in and to the Receivables and the related Contracts, and any collateral relating thereto;
(xii) all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing;
(xiii) any and all other assets of the Borrowing including all accounts, deposit accounts, general intangibles, chattel paper, instruments and investment property;
(xiv) all income, products, accessions and proceeds of the foregoing.
(b) The grant under this Section does not constitute and is not intended to result in a creation or an assumption by any Agent or any of the foregoing Collateral including, without limitation, Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the records of the Guarantor concerning Collateral or under any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (agreement or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”)instrument relating thereto. Notwithstanding the foregoing or anything Anything herein to the contrary in this Credit Agreement or any other Loan Document notwithstanding, (i) the term “Collateral” Borrower shall not include remain liable under the Unfunded Capital Commitments of the SOX Insiders, including but not limited Contracts to the right extent set forth therein to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests perform all of its duties and obligations thereunder to the SOX Insiders, same extent as if any, unless so elected by the Guarantor in its discretionthis Agreement had not been executed, (ii) the term “Collateral” exercise by the Administrative Agent of any of its rights in the Collateral shall not include release the Borrower from any Portfolio Investment, any Portfolio Assets of its duties or any Excluded Proceeds, obligations under the Collateral and (iii) the term “Collateral” no Agent or any Secured Party shall not include have any collateral posted obligations or received in connection with the Swap Agreements, (iv) liability under the Collateral may by reason of this Agreement, nor shall any Agent or any Secured Party be subject obligated to Permitted Liens, perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(vc) a Each of the Borrower and the Servicer represents and warrants as to itself that each remittance of Collections by the Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition Servicer to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent or any Lender under this Agreement will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except Servicer and (ii) made in connection with any Swap Agreement, the ordinary course of business or financial affairs of the Borrower and the Servicer or as provided thereinrequired under the Basic Documents.
Appears in 1 contract
Collateral. Subject to the terms The Collateral shall consist of all now existing and hereafter arising right, title and interest of the applicable Collateral DocumentsCompany in, under and to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Partiesfollowing:
(a) All Mortgage Loans, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any originated by the Company and delivered to the Lender for inclusion in the Borrowing Base or otherwise identified by the Company for inclusion in the Borrowing Base, including, without limitation, the promissory notes or other instruments or agreements evidencing the indebtedness of Obligors thereon, all Unfunded Capital Commitments mortgages, deeds to secure debt, trust deeds and security agreements related thereto, all rights to payment thereunder, all rights in the Properties securing payment of the Investorsindebtedness of the Obligors thereon, whether now all rights under documents related thereto, such as guaranties and insurance policies (issued by governmental agencies or hereafter committedotherwise), including, without limitation, mortgage and title insurance policies, fire and extended coverage insurance policies (including but not limited to the right to draw down Investor Capital Contributions any return premiums) and FHA Insurance and VA guaranties, and all rights in cash deposits consisting of impounds, insurance premiums or other funds held on account thereof;
(b) All rights of the Company (but not its obligations) under all Take-Out Commitments, now existing or hereafter arising, covering any part of the foregoing Collateral, all rights to deliver Mortgage Loans described in subparagraph (a) above to permanent investors and other purchasers pursuant thereto and all proceeds resulting from the disposition of such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect Collateral pursuant thereto;
(iic) All now existing and hereafter arising rights to service, administer and collect Mortgage Loans included in the computation of the Collateral Value of the Borrowing Base at any date (it being acknowledged and agreed that prior to the extent relating to the Unfunded Capital Commitments occurrence of an Event of Default and acceleration of the Investors constituting Collateral Obligations, the security interest in clause (i) abovesuch servicing rights granted hereunder shall be automatically terminated without need for further action upon the sale, (x) transfer or other disposition of the Constituent related Mortgage Loan in accordance with the provisions of the Credit Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance the payment of money on account of such servicing, administration and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect theretocollection activities;
(iiid) any All Servicing Contracts now owned and all agreementshereafter acquired by the Company which are listed on SCHEDULE 1 hereto (as such SCHEDULE 1 may be amended, instruments and other documents of every kind modified or description replaced from time to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Accounttime), including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all now existing and hereafter arising rights to service, administer or collect Mortgage Loans, including pools of Mortgage Loans underlying Mortgage-Backed Securities, thereunder;
(e) All now existing and hereafter arising rights to the payment of monies under such Servicing Contracts, on account of servicing, administration or collection activities thereunder, on account of the records termination of any such Servicing Contract and as reimbursement for costs and expenses incurred and advances made by the Company on account of obligations of the Guarantor concerning Obligors under the Mortgage Loans serviced pursuant thereto (but excluding any rights to any principal, interest or other payments made by such Obligors and held in trust by the Company for the account of the owners of said Mortgage Loans);
(f) All acknowledgments and consents executed by FNMA, FHLMC, GNMA (if any) and any other Person which is a party to any Servicing Contract pledged as Collateral hereunder, whereunder each such agency or other Person acknowledges and consents to the pledge of the Collateral hereunder, and all rights of the Company thereunder;
(g) All now existing and hereafter arising rights to the payment of monies under any Servicing Contracts to which the Company is a party as reimbursement for costs and expenses incurred and advances made by the Company on account of obligations of the Obligors under the Mortgage Loans serviced pursuant thereto, said rights to include, without limitation, the Servicing Receivables;
(h) All now existing and hereafter arising rights under guaranties, indemnifications and other documents, instruments and agreements providing collateral security or credit support for the obligations of the investors to make the payments referred to in subparagraphs (e) and (g) above;
(i) All now existing and hereafter arising accounts, contract rights, payment intangibles and general intangibles constituting or relating to any of the foregoing Collateral;
(j) All now existing and hereafter acquired files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other books, records, information and data of the Company relating to the foregoing Collateral (including all information, records, data, programs, tapes, discs, and cards necessary or helpful in the administration or servicing of the foregoing Collateral or in providing servicing as required under the Servicing Contracts or any other servicing contract described above);
(k) The Funding Account and the Settlement Account and any and all funds at any time held in any such accounts; excluding and
(l) All products and Proceeds of the foregoing Collateral. PROVIDED, HOWEVER, that (A) any funds properly withdrawn from the grant of a security interest in and pledge of the foregoing Collateral Account (or that could be withdrawn pursuant is junior and subordinate to the Credit Agreement if deposited rights of FNMA, FHLMC or credited GNMA or any related investor in and to a Collateral Account) amounts payable to the extent used, pursuant to the terms each of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited them under and in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, respect of said Collateral; and (B) the proceeds grant of such withdrawn funds (the items in (A) a security interest and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing pledge hereunder with respect to any trust or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected escrow accounts maintained by the Guarantor in its discretion, (ii) Company for the term “Collateral” benefit of other Persons shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liensthe rights of such other Persons in such accounts. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition THE PARTIES HERETO SPECIFICALLY AGREE AND ACKNOWLEDGE THAT THE COLLATERAL SHALL INCLUDE ANY AND ALL RIGHTS, TITLE AND INTEREST OF THE COMPANY IN AND TO THAT CERTAIN PROPERTY OF THE COMPANY REFERRED TO AND CHARACTERIZED AS "COLLATERAL" UNDER THE EXISTING CREDIT AGREEMENT. Notwithstanding anything contained herein to the Collateral Accounts that will not be considered “Collateral” contrary, the Lender shall have the right at any time to submit for filing a UCC-3 financing statement amendment containing a revised SCHEDULE 1 to this Financing Statement, and such other accounts upon the filing of said UCC-3 financing statement amendments, said revised SCHEDULE 1 shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinconstitute SCHEDULE 1 for all purposes under this Financing Statement.
Appears in 1 contract
Collateral. Subject to As security for the terms full and punctual payment of the applicable Collateral Documents, to secure the payment Debt and performance of Pledgor’s obligations under the Obligations hereunderLoan Documents and Pledgor’s obligations under this Agreement (whether at stated maturity, pursuant to a Collateral Account Pledgeby required prepayment, a Security Agreementdeclaration, acceleration, demand or otherwise, including without limitation the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a)), whether allowed or allowable as claims) (collectively, the related financing statements “Secured Obligations”), Pledgor hereby grants, pledges, hypothecates, transfers and the other related documentsassigns to Lender a first priority and continuing lien on, the Guarantor shall and first priority security interest, in, and, in furtherance of such grant, pledge, hypothecation, transfer and shall pledge and/or assign by way of assignment, hereby transfers and assigns to Lender as collateral security, to the Administrative Agentall of Pledgor’s right, for the benefit of each of the Secured Partiestitle, as applicableownership, a first priority, security interest and Xxxx equity or other interests in and on its interests in to the following, whether now owned or hereafter acquired acquired, now existing or arising:hereafter arising and wherever located (collectively, the “Collateral”):
(ia) any The legal and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors beneficial ownership interests in and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all Equity Interests (hereinafter defined)) in the Persons described in Schedule 1 attached hereto (each, a “Pledged Entity”) as and to the extent of the records pledged Equity Interests described on said Schedule 1 (collectively, the “Pledged Equity”);
(b) all rights, privileges, general intangibles, payments intangibles, voting rights, authority and power arising from its interest in the Pledged Equity;
(c) the capital of Pledgor and any and all profits, losses, Distributions (as defined below), and allocations attributable to the Pledged Equity as well as the proceeds of any Distribution thereof, whether arising under the terms of any Organizational Agreement (as defined below) or otherwise;
(d) all other payments, if any, due or to become due, to Pledgor and all other present or future claims by Pledgor against any Pledged Entity, or in respect of the Guarantor concerning Pledged Equity, under or arising out of (i) any Organizational Agreement, (ii) monies loaned or advanced, for services rendered or otherwise, (iii) any other contractual obligations, commercial tort claims, supporting obligations, damages, insurance proceeds, condemnation awards or other amounts due to Pledgor from any Pledged Entity or with respect to the Pledged Equity;
(e) Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the ownership of the Pledged Equity;
(f) to the extent permitted by applicable law, Pledgor’s rights, if any, in any Pledged Entity pursuant to any Organizational Agreement, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of Pledgor relating to the Pledged Equity, including without limitation, the right to (i) execute any instruments and to take any and all other action on behalf of and in the name of Pledgor in respect of the Pledged Equity, (ii) exercise any and all voting, consent and management rights of Pledgor in or with respect to any Pledged Entity, (iii) exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval with respect to any Pledged Entity, (iv) enforce or execute any checks, or other instruments or orders of any Pledged Entity, and (v) file any claims and to take any action in connection with any of the foregoing, together with full power and authority to demand, receive, enforce or collect any of the foregoing Collateral; excluding or any property of any Pledged Entity;
(Ag) all Investment Property (as such term is defined in Section 9-102 of the UCC (as defined below) issued by or relating to any funds properly withdrawn from a Collateral Account (Pledged Entity, or that could be withdrawn pursuant otherwise relating to the Credit Agreement if deposited Pledged Equity;
(h) all additional Equity Interests or credited other property, securities, or assets now existing or hereafter acquired by Pledgor relating to a Collateral Account) Pledged Entity, including, without limitation, as a result of any consolidation, combinations, mergers, reorganizations, acquisitions, exchange offers, recapitalizations of any type, contributions to capital, splits, spin-offs, or similar actions or the exercise of options or other rights relating to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document Pledged Equity;
(i) To the term “Collateral” shall extent not include the Unfunded Capital Commitments otherwise included: all assets and personal property of the SOX InsidersPledgor, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitmentswithout limitation, all of Pledgor’s accounts, equipment, fixtures, inventory, goods, accessions, software, general intangibles, payment intangibles, deposit accounts, documents, instruments, money, chattel paper (whether electronic or intangible), investment property, letters of credit, letters of credit rights, supporting obligations, commercial tort claims, oil, gas and mineral rights (whether before extraction or as extracted collateral);
(j) all partnership certificates, member certificates, stock certificates, or any other interests instrument, note, chattel paper or certificate (including, without limitation, all “certificated securities” within the meaning of Section 8-102 of the SOX InsidersUCC) (whether or not qualifying as Investment Property) representing the Pledged Equity in any Pledged Entity and any interest of Pledgor in the entries on the books of any financial intermediary pertaining to such certificates or writings, if anyand all options and warrants for the purchase of such Equity Interests now or hereafter held in the name of Pledgor (collectively, unless so elected “Certificated Securities”), and all Certificated Securities in any Pledged Entity from time to time acquired by Pledgor in any manner, and any interest of Pledgor in the Guarantor entries on the books of any financial intermediary pertaining to such Certificated Securities, and all securities convertible into and options, warrants, dividends, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in its discretionrespect of or in exchange for any or all of such Certificated Securities (including all rights to request or cause the issuer thereof to register any or all of the Collateral under federal and state securities laws to the maximum extent possible under any agreement for such registration rights), and all put rights, tag-along rights or other rights pertaining to the sale or other transfer of such Collateral, together in each case with all right under any Organizational Agreements pertaining to such rights; and
(k) (i) all “proceeds” (as such term is defined in Section 9-102 of the UCC) of any or all of the foregoing (whether cash or non-cash proceeds, including insurance proceeds), (ii) whatever is receivable or received when any of the term “Collateral is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance relating thereto and also includes all interest, dividends and other property receivable or received on account of any of the Collateral or proceeds thereof, and in any event, shall include all Distributions or other income from any of the Collateral” shall not include any Portfolio Investment, any Portfolio Assets all collections thereon or any Excluded Proceedsall Distributions with respect thereto, and (iii) all proceeds, products, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the term “Collateral” shall not include any collateral posted or received . The inclusion of proceeds in connection with the Swap Agreements, (iv) the Collateral may be subject does not authorize Pledgor to Permitted Lienssell, (v) a Borrower dispose of or the Guarantor may maintain other bank accounts or securities accounts in addition to otherwise use the Collateral Accounts that will in any manner not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinspecifically authorized hereby.
Appears in 1 contract
Samples: Pledge and Security Agreement (Global Income Trust, Inc.)
Collateral. Subject Borrower hereby assigns, pledges, conveys, delivers and grants to Lender a general and continuing first priority security interest and assignment in the terms Collateral to secure full repayment when and as due of all obligations and Indebtedness of Borrower and any extensions, renewals or modifications thereof and to further secure prompt and full payment of all amounts due under any note(s) given in payment of all or a portion of the applicable Collateral DocumentsIndebtedness of Borrower, their extensions, modifications or renewals. It is further given to secure the payment and full performance of all obligations of Borrower set forth in the Obligations hereunderNotes and all renewals, pursuant to a Collateral Account Pledgeextensions or modifications thereof, a Security all Borrower’s duties and obligations set forth in this Agreement, the related financing statements Loan Documents and all other documents executed by Borrower in connection with the Loan and the other related documents, Loans evidenced by the Guarantor shall grant, Notes. All Indebtedness of Borrower to Lender now or hereinafter existing is secured and shall pledge and/or assign be secured by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned presently existing or hereafter hereinafter acquired or arising:
(i) any created and wheresoever situated and all Unfunded Capital Commitments of the Investorsadditions, whether now or hereafter committedaccessions, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors attachments, replacements, amendments and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any substitutions thereto and all guaranties of such Investors’ obligations under the Constituent Documents payments, profits, revenues and Subscription Agreements including cash and non-cash proceeds therefrom including, but not limited to, in each case all proceeds of clauses any insurance covering the Collateral (x)collectively “Collateral”):
(a) A first priority lien on the Property, which includes all leasehold and other rights therein and associated therewith;
(yb) That certain Demand Deposit Account No. __________ (general operating account) and any construction account maintained with Lender, or any direct or indirect subsidiary or other affiliate thereof, held by Borrower (zregardless of whether evidenced by a certificate, instrument or other writing), any and all representationsinterest, warrantiesdividends and/or other earnings on any of the foregoing, covenants all renewals, substitutions, extensions, replacements and all proceeds thereof, and all cash or other property at any time from time to time receivable or otherwise distributable in respect thereof or in exchange or substitution therefore, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto. Borrower may withdraw funds from such accounts in order to pay for necessary capital repairs and replacements in respect of the Property, subject to Lender’s prior approval, which consent shall not be unreasonably withheld and any such request for funds shall be allocated to the specific Property.
(c) The Guaranty Cash Collateral Reserve deposited in Account No. 7682374058 with Lender, or any direct or indirect subsidiary or other affiliate thereof, extensions, replacements and all proceeds thereof, and all cash or other property at any time from time to time receivable or otherwise distributable in respect thereof or in exchange or substitution therefore, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto.
(d) The Debt Service Reserve deposited in Account No. 7615192924 with Lender, or any direct or indirect subsidiary or other affiliate thereof, extensions, replacements and all proceeds thereof, and all cash or other property at any time from time to time receivable or otherwise distributable in respect thereof or in exchange or substitution therefore, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto.
(e) All inventory including, but not limited to, all goods, merchandise, raw materials, supplies, goods in process, finished goods, and other agreements tangible personal property, wherever situated, which are held by or on behalf of such Investors Borrower for processing, sale, or guarantors contained thereinlease or are furnished or to be furnished under any contract of service or are to be used or consumed in Borrower’s business, any and all duties parts and obligations of such Investors or guarantors thereunder and any products thereof, and all ledger sheets, files, computer programs, software, disks, tapes, and related electronic data processing media, and all other records of Bxxxxxxx, including all rights of Borrower to compel performance retrieval from third parties of electronically processed and enforce recorded information, relating to any of the provisions thereof against above.
(f) All machinery, equipment, furniture, goods, fixtures and trade fixtures of Borrower, used or acquired for use in the business of Borrower, and the parts therefor, and all ledger sheets, files, computer programs, software, disks, tapes, and related electronic data processing media, and all other records of Borrower relating to any of the above property of Borrower; subject, however, to the rights of equipment lessors under written lease agreements with Borrower as lessee and all parts and components for the sale, service and repair of all such Investors or guarantors items, all repair and otherwise pursue remedies against such Investors or guarantors with respect theretoservice tools and equipment;
(iiig) any All accounts receivables, contracts, contract rights, instruments, documents, chattel paper, and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
general intangibles (iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, choses in action, tax refunds, and insurance proceeds) of Borrower, and any other obligations or indebtedness owed to Borrower from whatever source and whenever arising; and all rights of Borrower to receive any payments in money or kind, and all guaranties of the foregoing and security therefor; and all of the records right, title, and interest of Borrower in and with respect to the Guarantor concerning goods, services, or other property that gave rise to or secure any of the foregoing Collateralforegoing, and insurance policies and proceeds relating thereto, and all of the rights of Borrower as an unpaid seller of goods or services, including, without limitation, the rights of stoppage in transit, replevin, reclamation, and resale; excluding and all ledger sheets, files, computer programs, software, disks, tapes, and related electronic data processing media, and all other records of Bxxxxxxx, including all rights of Borrower to retrieval from third parties of electronically processed and recorded information, relating to any of the above.
(Ah) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant All contracts, agreements, and/or interests related to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms general operation of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents Property and this Credit Agreement, related thereto and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinProperty.
Appears in 1 contract
Samples: Construction Loan and Security Agreement (Worldwide Stages, Inc.)
Collateral. Subject to the terms To secure all of the applicable Collateral Documents, present and future obligations and indebtedness of Client to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Trinity under this Agreement, the related financing statements and the any other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether agreement now or hereafter committedexisting between Client and Trinity, including but not limited or otherwise howsoever arising or incurred, regardless whether direct or indirect, absolute or contingent, arising by operation of law or by agreement, Client hereby irrevocably and unconditionally grants and gives to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors Trinity a general and continuing first and senior lien and security interest in and to issue Investor Capital Calls with respect thereto;
(ii) all accounts and invoices and their proceeds purchased by Trinity pursuant to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral this Agreement, and a general lien in clause (i) aboveClient's other assets including, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, all instruments, documents, chattel paper, general intangibles, inventory, goods, equipment, and fixtures which are now existing and owned by Client and in each case all which will hereafter arise or be acquired by Client; together with all other grants and pledges of clauses (x)security heretofore or hereafter given; and in all reserves, (y) funds, moneys, property, goods, accounts, instruments, documents, chattel paper and (z)general intangibles now existing and hereafter arising, in which Client now has or hereafter acquires any interest whatsoever and which are or come into the possession of Trinity or are or may hereafter be due or payable to Client by Trinity; in all representations, warranties, covenants proceeds of all of the foregoing; and other agreements of such Investors or guarantors contained therein, any in all books and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent records evidencing or supporting obligations under pertaining, in whole or in part, to any of the foregoing Collateral and any and (all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of herein collectively referred to as the records of the Guarantor concerning any of the foregoing "Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”"). Client shall execute and deliver to Trinity such Uniform Commercial Code financing statements in form and substance required by Trinity, as Trinity shall require to perfect and maintain Trinity's first priority security interest in the Collateral. Notwithstanding the foregoing or anything to the contrary in this Agreement, Trinity hereby agrees to waive any of its security interest or subordinate its first lien security interest, at Client's request, on certain specific equipment to be purchased by Client and sold to one of Client's account debtors in the future from IBM with defined serial numbers and related proceeds thereof ("IBM Equipment") to IBM Credit Agreement Corporation to permit Client or its account debtor to receive certain Purchase Money Security Interest financing from IBM Credit Corporation in the future on said IBM Equipment, provided that there are no advances outstanding against said specific IBM Equipment or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited Accounts relating to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinsaid IBM Equipment from Trinity.
Appears in 1 contract
Samples: Accounts Receivable Purchase and Security Agreement (Applied Intelligence Group Inc)
Collateral. Subject to the terms of the applicable Collateral DocumentsThe word "Collateral" means individually, to secure the payment collectively and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) interchangeably any and all Unfunded Capital Commitments of Grantor's present and future rights, title and interest in and to the Investorsfollowing described property, together with any and all present and future additions thereto, substitutions therefor, and replacements thereof: ALL CASINO BANK ACCOUNTS MAINTAINED BY OR ON BEHALF OF GRANTOR WITH THE COTTONPORT BANK AND RELATED FUNDS DEPOSITED BY, OR ON BEHALF OF, THE GRANTOR WITH THE COTTONPORT BANK; AND ALL OTHER EQUIPMENT AND MACHINERY PURCHASED BY GRANTOR WITH FUNDS ADVANCED BY LENDER TO GRANTOR OR ON BEHALF OF GRANTOR (THE "EQUIPMENT"). The Collateral also includes any related equipment wherever located, and any and all additions thereto and substitutions or replacements therefor, and all accessories, attachments, and accessions thereto, whether added now or hereafter committedlater, and all products and proceeds derived or to be derived therefrom, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors 2 without limitation all insurance proceeds and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments refunds of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Lettersinsurance premiums, if any, and all sums that may be due from third parties who may cause damage to any of such Investors the foregoing, or from any insurer, whether due to judgment, settlement, or other process, and (z) any and all guaranties present and future accounts, contract rights, chattel paper, instruments, documents, and notes that may be derived from the sale, lease or other disposition of such Investors’ obligations under any of the Constituent Documents forgoing, and Subscription Agreements any rights of Grantor to collect or enforce payment thereof, as well as to enforce any guarantees of the forgoing and security therefor, and all of Grantor's present and future general intangibles related or pertaining to the ownership, operation, use or collection of any of the foregoing, including but not limited towithout limitation Grantor's books, in each case records, files, computer disks and software, and all rights that Grantor may have with regard thereto. The word "Collateral" also includes any and all present or future parts, accessories, attachments, additions, accessions, substitutions and replacements to and for the collateral. The word "Collateral" further includes any and all of clauses (x)Grantor's present and future rights to any proceeds derived or to be derived from the sale, (y) lease, damage, destruction, insurance loss, expropriation and (z)other disposition of the Collateral, including without limitation, any and all representations, warranties, covenants of Grantor's rights to enforce collection and other agreements payment of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinproceeds.
Appears in 1 contract
Collateral. Subject As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Obligor hereby pledges and grants to Lender as hereinafter provided a security interest in all of such Obligor’s right, title and interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and whether now owned by such Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all of the property described in this Section 3 being collectively referred to herein as “Collateral”):
(a) all Accounts, Receivables and Receivables Records;
(b) all As-Extracted Collateral;
(c) all Chattel Paper; (d) all Deposit Accounts; (e) all Documents and Contracts; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles, including any and all claims for damages by way of past, present and future infringement of any Intellectual Property, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of Intellectual Property; (i) all Goods not covered by the other clauses of this Section 3;
(j) the Pledged Shares; (k) all Instruments, including all Promissory Notes; (l) all Insurance; (m) all Intellectual Property; (n) all Inventory; (o) all Investment Property, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts; (p) all Letter-of-Credit Rights; (q) all Money, as defined in Section 1-201(24) of the NYUCC; (r) all commercial tort claims, as defined in Section 9-102(a)(13) of the NYUCC, including those arising out of the events described on Annex 6; (s) all other tangible and intangible personal property whatsoever of such Obligor; and (t) all Proceeds of any of the Collateral, all Accessions to and substitutions and replacements for, any of the Collateral, and all offspring, rents, profits and products of any of the Collateral, and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Obligor), provided that Collateral hereunder shall not include: (1) any lease, license, contract, property rights or agreement to which any Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Obligor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the UCC), provided that the Collateral shall include, and the security interest granted by each Obligor shall attach to, immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, any portion of such lease, license, contract, property rights or agreement not subject to the prohibitions specified in (i) or (ii) above, provided further, that the exclusions referred to in this clause (1) shall not include any Proceeds of any such lease, license, contract, property rights or agreement, (2) any intent-to-use United States trademark application for which an “Amendment to Allege Use” or “Statement of Use” has not been filed under 15 U.S.C. § 1051(c) or (d), respectively, or, if filed, has not been deemed in conformance with 15 U.S.C. § 1051 (a) or (c) and accepted by the USPTO, unless and until a “Statement of Use” or “Amendment to Allege Use” is filed, has been deemed in conformance with 15 U.S.C. § 1051 (a) and (c) or examined and accepted, respectively, by the USPTO, (3) Excluded Accounts which constitute “Excluded Accounts” pursuant to clause (i) of the definition thereof, (4) any assets and the proceeds thereof which are subject to a purchase money security interest or a Capital Lease Obligation which is permitted to be granted or entered into by an Obligor under the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including Credit Agreement but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) only to the extent relating to the Unfunded that an agreement evidencing such purchase money security interest or Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all of the records of the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.Lease Obligations contains a
Appears in 1 contract
Collateral. Subject (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.6, and the Notes, the Guarantees and the Security Documents, shall be secured by a Lien on the Fixed Asset Collateral on a first-priority basis and secured by a Lien on the Current Asset Collateral on a second-priority basis, in each case subject to Permitted Liens, as provided in this Indenture and the Security Documents to which the Issuer and the Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture and will be secured by all of the Collateral pledged pursuant to the Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The Issuer, for the benefit of the Holders, hereby appoints UMB Bank, N.A., as the initial Collateral Agent and the Collateral Agent is hereby authorized and directed to execute and deliver the Security Documents. Each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the other Note Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Note Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the other Note Documents, or otherwise exist, against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.
(b) Each Holder, by its acceptance of any Notes and the Guarantees, consents and agrees to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Parties, as applicable, a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
Documents (i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, all the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the records of Holders) as the Guarantor concerning any of the foregoing Collateral; excluding (A) any funds properly withdrawn same may be in effect or may be amended from a Collateral Account (or that could be withdrawn pursuant time to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors time in accordance with their terms and this Indenture and authorizes and directs the terms hereof or for any other purpose permitted Collateral Agent to execute and deliver the Security Documents, perform its obligations and exercise its rights under the Guarantor’s Governing Security Documents in accordance therewith.
(c) The Trustee and this Credit Agreementeach Holder, by accepting the Notes and the Guarantees, acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Secured Parties, and (B) that the proceeds Lien of such withdrawn funds (this Indenture and the items Security Documents in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments respect of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property is subject to and qualified and limited in all respects by the Security Documents and actions that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinmay be taken thereunder.
Appears in 1 contract
Samples: Indenture (Vertiv Holdings Co)
Collateral. Subject The Collateral shall consist of all now existing and hereafter arising right, title and interest of Borrower in, under and to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the benefit of each of the Secured Partiesfollowing:
a) All securities of the Company described on SCHEDULE 1 attached hereto (collectively, as applicablethe "PLEDGED STOCK"), a first priority, security interest and Xxxx in and on its interests in the following, whether now owned or hereafter acquired or arising:
(i) by Borrower, together with all new, substituted and additional securities at any and all Unfunded Capital Commitments time issued with respect to any of the Investorsabove (all of the above collectively and severally, whether the "PLEDGED COLLATERAL");
b) All now or existing and hereafter committed, including but not limited to arising rights of the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls holder of Pledged Collateral with respect thereto;
(ii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all guaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, in each case of clauses (x), (y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited thereto; and
(v) any and all proceeds of any of the foregoing Collateral including, without limitation, and all rights to cash and non-cash dividends on account thereof (but excluding voting rights);
c) All custodian, depositary, investment and other accounts now or hereafter maintained with any Person in which the Pledged Collateral may at any time be held;
d) All of Borrower's right, title and interest in and to (but not Borrower's obligations under) all now existing Stock Option Award Agreements, as listed on SCHEDULE 2 hereto, that convey a right to Borrower to purchase the records Common Stock of either the Guarantor concerning any Company or DentalXChange, in each case as such agreements may be amended, supplemented or otherwise modified from time to time (an "OPTION AGREEMENT", and collectively, the "OPTION AGREEMENTS"); and
e) All proceeds of the foregoing Collateral; excluding (A) any funds properly withdrawn from a . For purposes of this Pledge Agreement, the term "proceeds" includes whatever is receivable or received when Collateral Account (or that could be withdrawn pursuant proceeds is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to the Credit Agreement if deposited or credited to a Collateral Account) to the extent usedpayment, pursuant to the terms of the Guarantor’s Governing Documentsincluding return premiums, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited with respect to any such account), insurance relating thereto. Secured Party shall have sole and absolute discretion in (i) determining whether to make payments accept as Collateral hereunder any item intended to be pledged or distributions to Investors included in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit AgreementCollateral hereunder by Borrower, and (B) the proceeds of such withdrawn funds (the items in (A) and (B), collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) in the term “Collateral” event such item shall not include any Portfolio Investmentbe accepted as Collateral hereunder, any Portfolio Assets or any Excluded Proceedsrequiring Borrower to furnish evidence that Secured Party shall have a first priority, (iii) the term “Collateral” shall not include any collateral posted or received perfected security in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinitem.
Appears in 1 contract
Collateral. Subject As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of its Secured Obligations, each Obligor hereby pledges and grants to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, Agent for the benefit of each of the Secured Parties, Parties as applicable, hereinafter provided a first priority, security interest in all of such Obligor’s right, title and Xxxx interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and on its interests in the following, whether now owned by such Obligor or hereafter acquired and whether now existing or arising:hereafter coming into existence (all of the property described in this Section 4 being collectively referred to herein as “Collateral”):
(i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto;
(iia) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) abovePortfolio Investments or Proceeds thereof, (x) the Constituent all Accounts, all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles, all Instruments (y) including all Promissory Notes), all Investment Property not covered by the Subscription Agreements and Side Lettersforegoing (including all Securities, if any, of such Investors and (z) any all Securities Accounts and all guaranties of such Investors’ obligations under the Constituent Documents Security Entitlements with respect thereto and Subscription Agreements including but not limited toFinancial Assets carried therein, in each case of clauses (xand all Commodity Accounts and Commodity Contracts), (y) and (z), any and all representations, warranties, covenants and other agreements Letter-of-Credit Rights where the underlying letter of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the provisions thereof against such Investors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto;
(iii) any and all agreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral;
(iv) each Collateral Account, including but not limited to any and all funds and financial assets on deposit therein or credited theretocredit supports a Portfolio Investment; and
(vb) any and all proceeds Proceeds of any of the foregoing Collateral includingand, without limitationto the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of the records of the Guarantor concerning such Obligor or any of the foregoing Collateral; excluding computer bureau or service company from time to time acting for such Obligor), IT BEING UNDERSTOOD, HOWEVER, that (A) in no event shall the security interest granted under this Section 4 attach to any funds properly withdrawn from contract, property rights, obligation, instrument or agreement to which an Obligor is a Collateral Account party (or that could be withdrawn pursuant to any of its rights or interests thereunder) if the Credit Agreement if deposited grant of such security interest would constitute or credited to result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) in a Collateral Account) to the extent used, breach or termination pursuant to the terms of the Guarantor’s Governing Documentsof, to purchase Portfolio Investments or a default under, any such contract, property rights, obligation, instrument or agreement (other than Permitted Investments deposited in or credited to the extent that any such account)term would be rendered ineffective by Section 9–406, to make payments 9–407, 9–408 or distributions to Investors 9–409 of the Uniform Commercial Code as in accordance with effect in the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, relevant jurisdiction) and (B) the proceeds of such withdrawn funds (the items in (A) and (B)Obligors, collectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected may by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Portfolio Investment, any Portfolio Assets or any Excluded Proceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition notice to the Collateral Accounts Agent, exclude from the grant of a security interest provided above in this Section 4, any Special Equity Interests designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that will not be considered “Collateral” and the Borrower may at any later time rescind any such other accounts shall not be subject designation by similar notice to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided thereinCollateral Agent).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
