Creation of Security Interests. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all right, title or interest in or to any and all the Article 9 Collateral now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest.
(b) [Intentionally omitted]
(c) Notwithstanding any other provision of this Agreement, for so long as any of the Indentures shall remain in effect and Indebtedness shall be outstanding thereunder, the aggregate amount of the Obligations secured by (i) the security interests granted under this Section and (ii) the Liens created under the Mortgages, in each case to the extent the assets subject to such security interests and Liens constitute Indenture Properties, shall not exceed the maximum amount of the Obligations that can be so secured without violation of the Indentures. If at any time after the date hereof any amount of the Obligations that may be secured by any security interest or Lien on the Indenture Properties without violation of the Indentures shall increase, in either case by reason of (i) the termination of the Indentures or any provisions therein or the repayment of all Indebtedness outstanding thereunder, (ii) any amendment of or waiver under the Indentures, (iii) any increase in any applicable basket or exception under the Indentures as a result of the financial performance of the Company and the Subsidiaries or otherwise or (iv) any other event or condition, the amount of the outstanding Obligations secured by security interests in and Liens on the Indenture Properties shall be simultaneously and automatically increased to the maximum amount permitted under the Indentures. No amount of Obligations that shall be secured by security interests in and Liens on the Indenture Properties in accordance with the foregoing provisions of this paragraph shall at any time cease to be so guaranteed or secured as a result of (A) any subsequent amendment of or waiver under any Indenture, (B) any subsequent change in the amount of any basket or exception under any Indenture (to the extent the secured amount of the Obligations is not required to be reduced under the terms of the Indentures) or (C) any other event or condition (to the extent the secured amount of the Obligations is not req...
Creation of Security Interests. Each Security Document is effective to create in favor of the Collateral Agent for the benefit of the Finance Parties, a legal, valid and enforceable security interest in the Collateral described therein 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 equity or at law) and the implied covenants of good faith and fair dealings and any other Reservations. Subject to the Agreed Security Principles, upon completion of the delivery, filing and other actions specified in the relevant Security Documents, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (to the extent a security interest in such Collateral can be perfected through taking of such actions), as security for the Obligations, in each case prior in right to the Lien of any other Person except for Liens permitted pursuant to Section 6.04 and Liens having priority by operation of law.
Creation of Security Interests. The provisions of the Security Agreement are effective to create in favor of the Collateral Agent to secure the obligations described therein, a valid security interest in all of the right, title and interests of El Paso and the Subsidiary Guarantors in and to the Collateral (as defined in the Security Agreement) to the extent that a security interest may be created under Article 9 of the Uniform Commercial Code as in effect in the State of New York (the “Article 9 Collateral”).
Creation of Security Interests. 19 SECTION 4.02. Certain Filings...................................................................................... 23
Creation of Security Interests. This Deed of Trust shall constitute a “security agreement” within the meaning of the Uniform Commercial Code of the State of North Carolina, N.C.G.S. 25-9-101, et seq (the “UCC”). By executing and delivering this Deed of Trust, the Grantor hereby expressly grants to the Beneficiary, as security for the Obligations, a security interest in the personal property encumbered hereby (the “Personal Property”), for the purpose of securing the Obligations, to the full extent that such Personal Property may be subject to the UCC, but subject to the rights of the beneficiary of any deed of trust senior in priority to this Deed of Trust. At the Beneficiary’s request, the Grantor will join the Beneficiary in executing one or more financing statements and renewals and amendments thereof pursuant to the UCC, in form reasonably satisfactory to the Beneficiary and will pay all costs of filing thereof. Certain items of the Personal Property are, may, or will become attached to the real property that is encumbered by this Deed of Trust. It is intended that the filing for record of this Deed of Trust will make it effective as a financing statement filed as a fixture filing within the meaning of the UCC. Notwithstanding anything to the contrary in this Deed of Trust, if, in the event of a foreclosure (whether judicial or non-judicial) of this Deed of Trust, less than all of the Personal Property subject to this security interest is sold at foreclosure, that portion of the Personal Property not sold shall continue to remain subject to the security interest granted hereby.
Creation of Security Interests. As security for the full and timely discharge of the Secured Obligations in accordance with their respective terms, Debtor agrees that Secured Party will have, and there is hereby granted to and created in favor of Secured Party, a security interest under the Uniform Commercial Code, and otherwise in accordance with applicable law, in and to the following (hereinafter collectively referred to as the "Collateral"):
2.1. All Accounts and General Intangibles now or hereafter owned by Debtor, including, without limitation, (i) all moneys due and to become due under any contractual obligation, (ii) any damages arising out of or for breach or default in respect of any Account and (iii) all other amounts from time to time paid or payable under or in connection with any such Account; but specifically excluding all rights of Debtor in intellectual property, goodwill, trademarks, trade names, service marks, copyrights, patents, and licenses and in applications therefor.
2.2. All Goods and Inventory now or hereafter owned by Debtor.
2.3. All Instruments and Chattel Paper now or hereafter owned by Debtor.
2.4. To the extent not otherwise included, all other personal property, tangible or intangible, of Debtor other than tools and dies used in the production of Inventory.
2.5. To the extent not otherwise included, all books and records pertaining to the foregoing, and all Proceeds or products of any or all of the foregoing.
Creation of Security Interests. As security for the Secured Obligations, the Guarantor hereby agrees that there now are or shall be duly executed and filed or recorded in all appropriate offices all documents necessary to grant and create in favor of the Lender a perfected security interest under the Uniform Commercial Code in and to the following, whether now owned or hereafter acquired by the Guarantor, which security interest is hereby granted:
(i) All Accounts of the Guarantor;
(ii) All Chattel Paper (electronic and tangible) and contract rights of the Guarantor;
(iii) All General Intangibles of the Guarantor;
(iv) All Instruments of the Guarantor including promissory notes;
(v) All machinery, Equipment, Goods, Consumer Goods, Software embedded in Goods, Goods covered by Documents, furniture, Fixtures and personal property of the Guarantor including motor vehicles;
(vi) All Inventory of the Guarantor;
(vii) All of the Guarantor’s Deposit Accounts (general or special) with and credits and other claims against the Lender;
(viii) All Investment Property of the Guarantor;
(ix) All security interests held by the Guarantor;
(x) All Documents of the Guarantor;
(xi) All Letter of Credit Rights of the Guarantor;
(xii) All Supporting Obligations of the Guarantor;
(xiii) All insurance Proceeds of or relating to any of the foregoing;
(xiv) All Accessions and additions to, substitutions for, and replacements of any of the foregoing; and
(xv) All Cash and Non-cash Proceeds of the foregoing, including without limitation the Proceeds in the Collateral Accounts (as hereinafter defined); provided, however, that no security interest in favor of the Lender is granted in the Collateral (as defined in the Cash Collateral Pledge Agreement), in the equity interests of WC Holdings, Inc. or Primrose Holdings, Inc. or in any proceeds thereof. Any term used in the Uniform Commercial Code as adopted in the State of Ohio and not defined in this Security Agreement has the same meaning as in the Uniform Commercial Code as adopted in the State of Ohio. The property in which a security interest in granted pursuant to this Section 1 is hereinafter collectively referred to as the “Collateral.” Anything contained herein to the contrary notwithstanding, the Collateral shall not include any interest of the Guarantor in any contract, license, permit or similar general intangible if the granting of a security interest therein is prohibited by, or would cause a termination of all or any material rights of the Guarantor under...
Creation of Security Interests. The Borrower shall not create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist any Security Interest upon or with respect to the Collateral other then the Permitted Security Interests.
Creation of Security Interests. As security for the payment and performance of all Obligations, Debtor hereby grants, pledges, and assigns to and creates in favor of Secured Party a security interest in all of Debtor's right, title and interest in, to or under all of the Collateral.
Creation of Security Interests. As general and continuing security for the due payment and performance of its Liabilities (including the payment of any such Liabilities that would become due but for any automatic stay under the provisions of the Bankruptcy and Insolvency Act (Canada), the United States Bankruptcy Code or any analogous provisions of any other applicable law in Canada, the United States of America or any other jurisdiction), each Chargor, severally (and not jointly or jointly and severally), mortgages, charges and assigns to the Canadian DIP Collateral Agent, and grants to the Canadian DIP Collateral Agent a continuing security interest in, the Collateral of such Chargor.
