Grant of Liens. The Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, and agrees that the Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds and products of the foregoing. The Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any rights of the Borrower under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective Person.
Appears in 3 contracts
Samples: Financing and Security Agreement (BPC Holding Corp), Financing and Security Agreement (BPC Holding Corp), Financing and Security Agreement (BPC Holding Corp)
Grant of Liens. The Borrower Each of the Borrowers hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, (a) all of the Borrower's Borrowers’ Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, SecuritiesInvestment Property, and General IntangiblesIntangibles and all of the Borrowers’ deposit accounts, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and all of the Borrower’s other personal property of any kind or nature whatsoever, and (e) all cash proceeds and non-cash noncash proceeds and products of the foregoing. The Borrower Each of the Borrowers further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything Without implying any limitation to the contrary contained hereinforegoing, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Collateral shall not include Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrower under any Capital Leases of Equipment Borrowers to indemnification from the Seller or any other agreements if and Person contained therein. The Borrowers agree that neither the assignment to the extent Lender nor any such Capital Leases other provision contained in this Agreement or any of the other agreements prohibit Financing Documents shall impose on the collateral Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment or pledge of and Lien on each of the Borrower's ’s rights, title and interest thereinin, to, and such prohibition has not been waived by under the respective PersonPurchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.
Appears in 3 contracts
Samples: Financing and Security Agreement (Tvi Corp), Financing and Security Agreement (Tvi Corp), Financing and Security Agreement (Tvi Corp)
Grant of Liens. The Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ’s Obligations, and agrees that the Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, (a) all on the following property of the Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, all whether now owned or existing or hereafter acquired or arisingarising wherever situated: all of the Borrower’s Receivables, (b) inventory, chattel paper, documents, instruments, Equipment, investment property, and General Intangibles; all returned, rejected or repossessed goods, of the sale or lease of Borrower’s deposit accounts with any financial institution with which shall have given or shall give rise to an Account or Chattel Paper, (c) the Borrower maintains deposits; all insurance policies relating covering the foregoing and the right to the foregoing, (d) receive refunds of unearned insurance premiums under those policies; all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records; all of the personal property of the Borrower, whether now owned or existing or hereafter acquired or created; and, and (e) all of the Borrower’s other personal property of any kind or nature whatsoever, and all cash proceeds and non-cash noncash proceeds and products of the foregoing. The Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ’s Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any rights of the Borrower under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective Person.
Appears in 2 contracts
Samples: Financing and Security Agreement (Dcap Group Inc), Financing and Security Agreement (Dcap Group Inc)
Grant of Liens. The (a) Each Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's ’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, SecuritiesInvestment Property, and General IntangiblesIntangibles (in which Borrower is permitted under the terms thereof to grant a security interest) and all of Borrower’s deposit accounts with any financial institution with which Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoingforegoing and the right to receive refunds of unearned insurance premiums under those policies, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, ; and (e) all cash and non-cash proceeds Proceeds and products of the foregoing. The Each Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents to which it is a party and under applicable Laws. Notwithstanding anything .
(b) Each Borrower covenants and agrees that Borrower shall provide Lender with all necessary information and will execute and deliver such documents as are required to comply with the contrary contained hereinFederal Assignment of Claims Act of 1940 (31 X.X.X. §0000 and 41 U.S.C. §15), to perfect Lender’s security interest in the Collateral shall not include any rights of the Borrower Accounts arising under any Capital Leases of Equipment Government Contracts with a contract value equal to or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, greater than Fifty Thousand Dollars ($50,000) and such prohibition has not been waived by the respective Personother Government Contracts as Lender may determine in its sole discretion.
Appears in 2 contracts
Samples: Financing and Security Agreement (Gp Strategies Corp), Financing and Security Agreement (Gp Strategies Corp)
Grant of Liens. The Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's ’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, SecuritiesInvestment Property, and General IntangiblesIntangibles and all of the Borrower’s deposit accounts with any financial institution with which the Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, ; and (e) all cash and non-cash proceeds Proceeds and products of the foregoing. The Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything Without implying any limitation to the contrary contained hereinforegoing, as additional Collateral and security for the Obligations, the Collateral shall not include Borrower hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the other Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of the Borrower under any Capital Leases of Equipment to indemnification from the Seller or any other agreements if and Person contained therein. Neither the assignment to the extent Lender nor any such Capital Leases other provision contained in this Agreement or other agreements prohibit the collateral assignment or pledge any of the other Financing Documents shall impose on the Lender any obligation or liability of the Borrower under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrower hereby agrees to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities which may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on the Borrower's ’s rights, title and interest thereinin, to, and such prohibition has not been waived by under the respective PersonPurchase Agreement and the other Purchase Agreement Documents. The Borrower further acknowledges and agrees that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to the Borrower under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.
Appears in 1 contract
Samples: Financing and Security Agreement (Healthextras Inc)
Grant of Liens. The Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's ’s Accounts, InventoryGovernment Contracts, Chattel Paper, Inventory, Documents, Instruments, Equipment, SecuritiesInvestment Property, and General IntangiblesIntangibles and all of the Borrower’s deposit accounts with any financial institution with which the Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds Proceeds and products of the foregoing. The Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything The Borrower acknowledges and agrees that, with respect to any term used herein that is defined in either (a) Article 9 of the contrary contained hereinUniform Commercial Code as in force in the jurisdiction in which this financing statement was signed by the Borrower at the time that it was signed, or (b) Article 9 as in force at any relevant time in the jurisdiction in which this financing statement is filed, the Collateral meaning to be ascribed thereto with respect to any particular item of property shall not include any rights be that under the more encompassing of the two definitions. A form of assignment is attached hereto as EXHIBIT D and made a part hereof. The Borrower under any Capital Leases covenants and agrees that the Borrower shall provide the Lender with all necessary information and, if requested, will execute and deliver such documents as are required to comply with the Federal Assignment of Equipment Claims Act of 1940 (31 X.X.X. §0000 and 41 U.S.C. §15), excluding classified Government Contracts, with a contract value equal to or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, greater than Five Hundred Thousand Dollars ($500,000) and such prohibition has not been waived by other Government Contracts as the respective PersonLender may determine in its sole discretion.
Appears in 1 contract
Grant of Liens. The (a) Each Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, (ai) all of the Borrower's ’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, SecuritiesInvestment Property, and General IntangiblesIntangibles (in which Borrower is permitted under the terms thereof to grant a security interest) and all of Borrower’s deposit accounts with any financial institution with which Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (bii) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (ciii) all insurance policies relating to the foregoingforegoing and the right to receive refunds of unearned insurance premiums under those policies, (div) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, ; and (ev) all cash and non-cash proceeds Proceeds and products of the foregoing; provided, however, notwithstanding the foregoing, no Credit Party assigns, pledges or grants to Lender, or agrees that Lender shall have a perfected and continuing security interest in, and Lien on, any Excluded Assets. The Notwithstanding anything to the contrary in this Agreement or any other Financing Documents, the “Collateral” shall not include the Excluded Assets. Each Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents to which it is a party and under applicable Laws. Notwithstanding anything .
(b) Upon Lender’s request, each Borrower covenants and agrees that Borrower shall provide Lender with all necessary information and will execute and deliver such documents as are required to comply with the contrary contained hereinFederal Assignment of Claims Act of 1940 (31 X.X.X. §0000 and 41 U.S.C. §15), to perfect Lender’s security interest in the Collateral shall not include any rights of the Borrower Accounts arising under any Capital Leases of Equipment Government Contracts with a contract value equal to or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, greater than Two Hundred Fifty Thousand Dollars ($250,000) and such prohibition has not been waived by the respective Personother Government Contracts as Lender may determine in its sole discretion.
Appears in 1 contract
Samples: Financing and Security Agreement (Gp Strategies Corp)
Grant of Liens. The Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's ’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, SecuritiesInvestment Property, and General IntangiblesIntangibles and all of the Borrower’s deposit accounts with any financial institution with which the Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, ; and (e) all cash and non-cash proceeds Proceeds and products of the foregoing. The Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything Without implying any limitation to the contrary contained hereinforegoing, as additional Collateral and security for the Obligations, the Collateral shall not include Borrower hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Purchase Agreement and all of the other Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of the Borrower under any Capital Leases of Equipment to indemnification from the Seller or any other agreements if and Person contained therein. Neither the assignment to the extent Lender nor any such Capital Leases other provision contained in this Agreement or other agreements prohibit the collateral assignment or pledge any of the other Financing Documents shall impose on the Lender any obligation or liability of the Borrower under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrower hereby agrees to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities which may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on the Borrower's ’s rights, title and interest thereinin, to, and such prohibition has not been waived by under the respective PersonPurchase Agreement and the other Purchase Agreement Documents. The Borrower further acknowledges and agrees that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to the Borrower under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.
Appears in 1 contract
Samples: Financing and Security Agreement (Healthextras Inc)
Grant of Liens. The Borrower hereby assigns, pledges To secure the full and grants to the Agent, for the ratable benefit prompt payment and performance of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, including all renewals, extensions, amendments, restructurings and agrees that the Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, (a) refinancings of any or all of the Obligations:
(A) Borrower hereby grants to Lender a continuing first priority (subject only to the Permitted Encumbrances (as applicable)) Lien in and to all right, title and interest of Borrower in and to the following assets and property of Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, all whether now owned or existing hereafter created, arising or hereafter acquired or arising, and wherever located:
(bi) all returnedAccounts and all Inventory (including all stock-in-trade, rejected or repossessed goodsraw materials, the work in process, items held for sale or lease or furnished or to be furnished under contracts of which shall have given sale or shall give rise to an Account lease, goods that are returned, reclaimed or repossessed, and materials used or consumed in Borrower’s business),
(ii) all Chattel Paper (including all Electronic Chattel Paper and Tangible Chattel Paper), Commercial Tort Claims, Deposit Accounts, Documents (cincluding all warehouse receipts and bills of lading), Equipment, Fixtures, General Intangibles (including all Payment Intangibles, Software, Intellectual Property, goodwill, going concern value, licenses, contract rights, and choses in action, Goods, Instruments (including all Promissory Notes and Negotiable Instruments), Investment Property and Financial Assets (including all Commodity Accounts, Commodity Contracts, Securities (including all Certificated Securities and Uncertificated Securities), Security Entitlements and Securities Accounts), Letter of Credit Rights, and Money,
(iii) all insurance policies relating parts, substitutions or replacements to or of or accessories to any tangible assets and property included in the foregoing, and all Software and computer programs embedded the foregoing, and all Accessions to the foregoing, ,
(div) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to Supporting Obligations for any of the foregoing and all equipment rights of Borrower in any property belonging to any third party in which a Lien of any kind or nature has been granted to Borrower to secure the payment or performance of any third party under or with respect to any of the foregoing,
(v) all Records, books, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and general intangibles other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or beneficial to retain, access and/or process helpful in the information contained in those collection thereof or realization thereupon and all other business books and records, Records of Borrower,
(vi) all As-Extracted Collateral and Minerals; and
(evii) all cash and non-cash proceeds Proceeds (including insurance proceeds), products, rents and products profits of all of the foregoing. The .
(B) Borrower further agrees that and Red Arrow are executing and delivering the AgentMortgage to Lender.
(C) ECC is executing and delivering to Lender a pledge agreement to reflect its pledge and collateral assignment to Lender of its 3.453657% membership interest, for the ratable benefit with all rights, claims, options and interests of every kind related thereto, and all proceeds thereof, in Santa Xxxxxx Pacific Holdings LLC and Rock Energy is executing and delivering to Lender a pledge agreement to reflect its pledge and collateral assignment of 100% of the Lenders Equity Interests, with all rights, claims, options and for the benefit interests of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any rights of the Borrower under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest thereinevery kind related thereto, and such prohibition has not been waived by the respective Personall proceeds thereof, in ECC.
Appears in 1 contract
Samples: Loan and Security Agreement (Rock Energy Resources, Inc.)
Grant of Liens. The Borrower Each of the Borrowers hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's Borrowers’ Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, Investment Property and General IntangiblesIntangibles and all of the Borrowers’ deposit accounts with any financial institution with which any of the Borrowers maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds Proceeds and products of the foregoing. The Borrower Each of the Borrowers further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything Without implying any limitation to the contrary contained hereinforegoing, as additional Collateral and security for the Obligations, Borrower hereby assigns to Lender all of its respective rights, title and interest in, to, and under, the Collateral shall not include Acquisition Agreement and all of the other Acquisition Documentation, including, without limitation, all of the benefits of any representations and warranties provided by the Acquired Company and any and all rights of Borrower to indemnification from the Borrower under any Capital Leases of Equipment Acquired Company or any other agreements if Person contained therein. Neither the assignment to Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on Lender any obligation or liability of Borrower under the Acquisition Agreement and/or under any of the other Acquisition Documentation. Borrower hereby agrees to indemnify Lender and hold Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities which may be incurred by or imposed upon Lender by virtue of the assignment of and Lien on Borrower’s rights, title and interest in, to, and under the Acquisition Agreement and the other Acquisition Documentation. Borrower further acknowledges and agrees that following the occurrence of an Event of Default, Lender shall be entitled to enforce any and all rights and remedies available to Borrower under the Acquisition Agreement and/or under any or all of the Acquisition Documentation and/or applicable Laws with respect to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective PersonAcquisition.
Appears in 1 contract
Grant of Liens. The Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations and to NationsBank with respect to the UK Obligations, and agrees that NationsBank, the Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds and products of the foregoing. The Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any rights of the Borrower under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective Person.Perso (Grant of Liens)) or any of the Financing Documents shall, subject to the terms, conditions and limitations, if any, set forth in this Agreement or in any of the Financing Documents, secure (a) the payment of all of the Obligations, including, without limitation, any and all Outstanding Letter of Credit Obligations, all Outstanding Bond Letter of Credit Obligations, all Special Source Bond Obligations, all UK Obligations and any and all Agent's Obligations, and (b) the performance, compliance with and observance by the Borrower of the provisions of this Agreement and all of the other Financing Documents or otherwise under the Obligations. The security interest and Lien of each Lender in such property shall rank equally in priority with the interest of each other Lender, but the security interest and Lien of the Agent with respect to the Agent's Obligations shall be superior and paramount to the security interest and Lien of the Lender. Notwithstanding the foregoing, the security interest and Lien of the Agent and/or any Lender with respect to any Obligations under or in connection with, any interest rate or currency swap agreements, cap, floor, and collar agreements, currency spot, foreign exchange and forward contracts and other similar agreements and arrangements permitted by the provisions of this Agreement shall be junior and subordinate to the security interest and Lien of the Agent with respect to the Agent's Obligations and junior and subordinate to the security interest and Lien of the Lender with respect to all other Obligations. In addition, notwithstanding the foregoing, the Agent and the Lenders acknowledge and agree that the Special Source Bond Obligations shall be secured by the Collateral granted to the Agent and the Lenders pursuant to Section 3.2 of this Agreement and pursuant to the Special Source Bond Security Agreement but, unless otherwise agreed to by the Borrower, shall not be secured by any of the
Appears in 1 contract
Samples: Financing and Security Agreement (Norwich Injection Moulders LTD)
Grant of Liens. The Borrower (a) To secure the prompt and complete payment, performance and observance of all of the Credit Agreement Obligations, each Grantor hereby grants, assigns, pledges conveys, mortgages, pledges, hypothecates and grants transfers to the Collateral Agent, for itself and for the ratable benefit of Lenders, a first-priority Lien upon all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the Lenders "Collateral"), including:
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all General Intangibles (including payment intangibles and Software);
(v) all Goods (including Inventory, Equipment and Fixtures);
(vi) all Instruments;
(vii) all Investment Property;
(viii) all Deposit Accounts, of any Grantor, including all Blocked Accounts, Disbursement Accounts, and all other bank accounts and all deposits therein;
(ix) all money, cash or cash equivalents of any Grantor;
(x) all Supporting Obligations and Letter-of-Credit Rights of any Grantor;
(xi) the commercial tort claims described in Schedule I;
(xii) to the extent not prohibited by law, all capital Stock owned by each such Grantor, including the Stock of its Subsidiaries; and
(xiii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing.
(b) To secure the prompt and complete payment, performance and observance of all of the Senior Note Obligations, TAC hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Collateral Agent, for itself and for the benefit of the Agent with respect to the Agent's ObligationsSenior Subordinated Secured Parties, a second-priority Lien upon all of its right, title and agrees that the Agent and the Lenders shall have a perfected and continuing security interest in, to and Lien onunder the Collateral.
(c) To secure the prompt and complete payment, (a) performance and observance of all of the Borrower's AccountsJunior Note Obligations, InventoryTAC hereby grants, Chattel Paperassigns, Documentsconveys, Instrumentsmortgages, Equipmentpledges, Securities, hypothecates and General Intangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise transfers to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds and products of the foregoing. The Borrower further agrees that the Collateral Agent, for the ratable benefit of the Lenders itself and for the benefit of the Agent with respect to the Agent's ObligationsJunior Subordinated Secured Parties, shall have in respect thereof a third-priority Lien upon all of the rights its right, title and remedies of a secured party interest in, to and under the Uniform Commercial Code Collateral.
(d) In addition, to secure the prompt and complete payment, performance and observance of the Secured Obligations and in order to induce Collateral Agent and the other Secured Parties as well as those provided aforesaid, each Grantor hereby grants to Collateral Agent, for itself and for the benefit of Secured Parties, a right of setoff against the property of such Grantor held by Collateral Agent or any Secured Party, consisting of property described above in this Agreement, under each Section 2 now or hereafter in the possession or custody of the other Financing Documents and under applicable Laws. Notwithstanding anything or in transit to the contrary contained herein, the Collateral shall not include any rights of the Borrower under any Capital Leases of Equipment Agent or any other agreements if and Secured Party, for any purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to the extent which such Grantor may have any such Capital Leases right or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective Personpower.
Appears in 1 contract
Samples: Security and Intercreditor Agreement (Trenwick America LLC)
Grant of Liens. The Borrower Each of the Revolving Credit Borrowers hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, and agrees that the Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's such Revolving Credit Borrowers' Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds and products of the foregoing. The Borrower Each of the Revolving Credit Borrowers further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything Without implying any limitation to the contrary contained hereinforegoing, as additional Collateral and security for the Obligations, each of the Revolving Credit Borrowers hereby pledges, assigns and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, an assignment of, security interest in, and Lien on, all of its respective rights, title and interest in, to, and under, the Collateral shall not include any rights of Tax Refunds. In addition, the Borrower under any Capital Leases of Equipment or any other agreements if Revolving Credit Borrowers hereby grant to the Agent and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge Lenders a continuing Lien for all of the BorrowerObligations (including, without limitation, the Agent's interest thereinObligations) upon any and all monies, securities, and such prohibition has not been waived other property of the Revolving Credit Borrowers and the proceeds thereof, now or hereafter held or received by or in transit to, the Agent, any of the Lenders, and/or any Affiliate of the Agent and/or any of the Lenders, from or for the Revolving Credit Borrowers, and also upon any and all deposit accounts (general or special) and credits of the Revolving Credit Borrowers, if any, with the Agent, any of the Lenders or any Affiliate of the Agent or any of the Lenders, at any time existing, excluding any deposit accounts held by the respective PersonRevolving Credit Borrowers in their capacity as trustee for Persons who are not Borrowers or Affiliates or Subsidiaries of the Borrowers.
Appears in 1 contract
Grant of Liens. The Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations and to NationsBank with respect to the UK Obligations, and agrees that NationsBank, the Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds and products of the foregoing. The Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any rights of the Borrower under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective PersonPerso (Grant of Liens), the Borrower shall deliver and shall cause each Subsidiary Guarantor to deliver (or shall have delivered or caused to be delivered) to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, all originals of all of letters of credit, Securities, Chattel Paper, Documents and Instruments owned or held by the Borrower and/or any Subsidiary Guarantor, and, if the Agent so requires, shall execute and deliver and, shall cause each Subsidiary Guarantor to execute and deliver (or shall have executed and delivered or caused to be delivered), a separate pledge, assignment and security agreement in form and content acceptable to the Agent, which pledge, assignment and security agreement shall assign, pledge and xxxxx x Xxxx to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations on all of the letters of credit, Securities, Chattel Paper, Documents and Instruments of the Borrower and each Subsidiary Guarantor, as the case may be. In addition, the Borrower agrees to endorse to the order of the Agent any and all Instruments that constitute or evidence all or any portion of the Collateral. As of the date of this Agreement, Xxxxx UK and Norwich shall deliver (or shall have delivered to NationsBank, all originals of all of letters of credit, Securities, Chattel Paper, Documents and Instruments owned or held by Xxxxx UK and/or Norwich, and, if NationsBank so requires, shall execute and deliver (or shall have executed and delivered), a separate pledge, assignment and security agreement in form and content acceptable to NationsBank, which pledge, assignment and security agreement shall assign, pledge and xxxxx x Xxxx to NationsBank with respect to the UK Obligations on all of the letters of credit, Securities, Chattel Paper, Documents and Instruments of Xxxxx UK and/or Norwich, as the case may be. In addition, Xxxxx UK and Norwich agree to endorse to the order of NationsBank any and all Instruments that constitute or evidence all or any portion of the UK Collateral.
Appears in 1 contract
Samples: Financing and Security Agreement (Norwich Injection Moulders LTD)
Grant of Liens. The Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's ’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, SecuritiesInvestment Property, and General IntangiblesIntangibles and all of Borrower’s deposit accounts with any financial institution with which Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoingforegoing and the right to receive refunds of unearned insurance premiums under those policies, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, ; and (e) all cash and non-cash proceeds Proceeds and products of the foregoing, provided, however, notwithstanding the foregoing, “Collateral” shall not include (i) any equity interest in DoD Surplus (including, without limitation, any “ownership interest” (as such term is used in any DoD Contract) in DoD Surplus), (ii) any permit, lease, license, contract, instrument or other agreement belonging to the Borrower that prohibits, or requires the consent of any Person other than the Borrower as a condition to, the creation of a Lien thereon, or any permit, lease, license contract or other agreement belonging to the Borrower to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code, Bankruptcy Code or any other requirement of Law, (iii) any United States intent-to-use trademark or service xxxx application to the extent, and solely during the period in which the grant of a Lien therein would impair the validity or the enforceability of such intent-to-use trademark or service xxxx under federal law, and (iv) any property subject to a Lien permitted by this Agreement, if and for so long as the contractual obligation governing such Lien prohibits the Lien of this Agreement applying to such property. The Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any rights of the Borrower under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective Person.
Appears in 1 contract
Samples: Financing and Security Agreement (Liquidity Services Inc)
Grant of Liens. The Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds and products of the foregoing. The Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything to any other provision of this Agreement and the contrary contained hereinother Security Documents, the Collateral Lender agrees that it will not record the Assignment of Patents except during the continuance of an Event of Default and that the failure of the Lender to have a perfected security interest in the Patents and Trademarks until such recording shall not include be breach of any rights provision of this Agreement or the Borrower under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective PersonFinancing Documents.
Appears in 1 contract
Grant of Liens. The Pursuant to and to the extent provided in the Orders, as security for the full and timely payment and performance of all Obligations when due (whether at stated maturity, by acceleration or otherwise), each Borrower hereby grants, assigns, pledges conveys, mortgages, pledges, hypothecates and grants transfers to the Administrative Agent, for its benefit and for the ratable benefit of the Lenders Issuers and for Lenders, a first priority Lien (subject, except in the benefit case of the Agent with respect Section 2.17(t), only to the Agent's ObligationsCarve-Out and other Liens as may be specified in the Orders) on all of such Borrower’s right, title and agrees that the Agent and the Lenders shall have a perfected and continuing security interest in, to and Lien onunder all personal property and other assets, whether now existing or at any time hereafter acquired, and regardless of where located (all of which being hereinafter collectively referred to as, the “Collateral”), including:
(a) all Contracts for Sale and Other Sale Contracts to which such Borrower is or is to become a party, including:
(i) all rights of such Borrower to receive monies due and to become due under or pursuant to such Contracts for Sale and Other Sale Contracts;
(ii) all rights of such Borrower under or in respect of any escrow, settlement or similar agreement entered into by such Borrower in connection with such Contracts for Sale and Other Sale Contracts, including all rights of such Borrower to receive monies pursuant to any such escrow, settlement or similar agreement, but excluding any rights of the Borrower's purchaser party to such agreement to receive amounts back from any escrow, settlement or similar agreement, and the actual amounts received or to be received back by such party;
(iii) all claims of such Borrower for damages arising out of or for breach of or default under such Contracts for Sale and Other Sale Contracts; and
(iv) all rights of such Borrower to terminate, amend, supplement, modify or waive performance under such Contracts for Sale and Other Sale Contracts, to compel performance and otherwise to exercise all remedies thereunder;
(b) to the extent not covered by Section 2.17(a), all Accounts arising from or relating to Contracts for Sale and Other Sale Contracts to which such Borrower is or is to become a party;
(c) to the extent not covered by Section 2.17(a), all General Intangibles arising from or relating to Contracts for Sale and Other Land Sale Contracts to which such Borrower is or is to become a party;
(d) all Pledged Equity Interests;
(e) all Borrowing Base Assets;
(f) all Securities Accounts, InventoryDeposit Accounts (including the Pre-Trigger Carve-Out Account and the Post-Trigger Carve-Out Account) and all other demand, Chattel Papertime savings, Documentscash management, Instrumentspassbook and similar accounts not otherwise included in Section 2.17(b), Equipment, Securitiesnow or hereafter maintained by such Borrower with any Person, and all monies, securities, Instruments and other investments deposited or required to be deposited in any such Account;
(g) all tax refunds of such Borrower;
(h) all General IntangiblesIntangibles not otherwise included in Section 2.17(c), whether now owned or existing hereafter acquired by such Borrower;
(i) all Chattel Paper (including without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper) Instruments, Promissory Notes and other Investment Property of such Borrower described on Schedule 2.17(i);
(j) all Copyrights, Patents and Trademarks now owned or hereafter acquired or arisingby such Borrower including those Copyrights, Patents and Trademarks and licenses thereof set forth on Schedule 2.17(j) owned by such Borrower as of the Effective Date;
(b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (dk) all books and records of such Borrower, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto;
(l) all Commercial Tort Claims described on Schedule 1.1(a);
(m) all Real Property of such Borrower;
(n) all “Collateral” as referred to in whatever media any Loan Document;
(papero) Documents, electronic letters of credit issued in favor of such Borrower described on Schedule 2.17(o), Letter-of-Credit Rights and all excess proceeds returned to such Borrower from letter of credit beneficiaries;
(p) all Equipment, Fixtures, Goods, Inventory, machinery now owned or otherwisehereafter acquired by such Borrower;
(q) recorded all Pledged Deposits now owned or storedhereafter acquired by such Borrower;
(r) the proceeds of all causes of action arising under Chapter 5 of the Bankruptcy Code;
(s) all cash and all Proceeds (including Stock Rights), insurance proceeds and products thereof, Supporting Obligations and products of any and all of the foregoing and all other collateral security and guarantees given by any Person with respect to the foregoing foregoing, including Proceeds of Contracts for Sale and Land Sale Contracts constituting Escrow Proceeds Receivables and any other escrowed funds relating to Contracts for Sale and Land Sale Contracts; and
(t) all equipment cash collateral delivered to the applicable Issuer pursuant to Section 2.3(k) and general intangibles necessary not required to be returned to the Administrative Borrower in accordance with the terms of Section 2.3(k); provided, however, that notwithstanding any of the other provisions set forth in this Section 2.17, this Agreement shall not constitute a grant of security in, without duplication, (i) rights under governmental licenses and authorizations to the extent and for so long as the grant of a security interest therein is prohibited by law, (ii) any intent-to-use trademark or beneficial service xxxx application prior to retainthe filing of a statement of use or amendment to allege use, access and/or process or any other intellectual property, to the information contained in those books extent that applicable law or regulation prohibits the creation of a security interest, (iii) any of the Joint Ventures and recordsother Persons set forth on Schedule 2.17(iii), and (eiv) all cash and non-cash proceeds and products of property owned by any Borrower on the foregoing. The Borrower further agrees Effective Date or thereafter acquired that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect is subject to a Lien securing a purchase money obligation or Capital Lease Obligation expressly permitted to be incurred pursuant to the Agent's Obligations, shall have provisions of this Agreement if the contract or other agreement in respect thereof all which such Lien is granted (or the documentation providing for such purchase money obligation or Capital Lease Obligation) prohibits the creation of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any rights of the Borrower under any Capital Leases of Equipment or any other agreements if and to the extent any Lien on such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective Personproperty.
Appears in 1 contract
Grant of Liens. The To secure payment and performance of all Obligations, the Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, and agrees that the Agent and the Lenders shall have Lender a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securitiesa lien upon, and General Intangiblesa right of setoff against, and hereby assigns to Lender as security, the following property and interests in property, whether now owned or existing or hereafter acquired or arisingexisting, and wherever located: (a) Accounts; (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, Inventory; (c) all insurance policies relating the following property of the Borrower to the foregoingextent necessary to permit the Lender to foreclose and realize upon the Borrower's Accounts and Inventory: General Intangibles (excluding,however, any license agreement pursuant to which the grant of a security interest in the Borrower's rights and interests in such license agreement would constitute an enforceable event of termination or event of default giving the other party an enforceable right to terminate such license agreement, unless such other party has given its consent or waived any such event of termination or event of default), Documents, Instruments and Chattel Paper; (d) all books and records in whatever media (paper, electronic deposit accounts(general or otherwisespecial) recorded of the Borrower maintained with any bank or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and financial institution; (e) all Depository Accounts and all cash deposited therein from time to time and non-cash other monies and property of the Borrower in the possession of or under the control of the Lender or any agent for the Lender; (f) all Records that at any time 76 evidence or contain information relating to any of the property described in clauses (a) through (e) above or are otherwise necessary or helpful in the collection thereof or realization thereon; and (g) all products and proceeds and products of all or any of the foregoing. The Borrower further agrees that the Agent, in any form, including, without limitation, insurance proceeds and all claims against third parties for the ratable benefit loss or damage to or destruction of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof any or all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any rights of the Borrower under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective Personforegoing.
Appears in 1 contract
Samples: Financing and Security Agreement (Chatwins Group Inc)
Grant of Liens. (a) The US Borrower and each other Credit Party that is a Domestic Subsidiary hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, on (ai) all of the Borrower's such Credit Party’s right, title and interest in Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, SecuritiesInvestment Property, and General IntangiblesIntangibles and all deposit accounts with any financial institution, whether now owned or existing or hereafter acquired or arising, (bii) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (ciii) all insurance policies relating to the foregoingforegoing and the right to receive refunds of unearned insurance premiums under those policies, (div) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, ; and (ev) all cash and non-cash proceeds Proceeds and products of the foregoing; provided, however, notwithstanding the foregoing, neither the US Borrower nor any other Credit Party assigns, pledges or grants to the Lender, or agrees that the Lender shall have a perfected and continuing security interest in, and Lien on, any Excluded Assets. Notwithstanding anything to the contrary in this Agreement or any other Financing Documents, the “Collateral” shall not include the Excluded Assets. The US Borrower and each other Credit Party that is a Domestic Subsidiary further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents to which it is a party and under applicable Laws.
(b) The grant of Liens by the US Borrower confirms the grant made by it under the Fourth Amendment and Restatement and each previous executed version of this Agreement. Notwithstanding anything Nothing contained in this Agreement shall give rise to a novation of the contrary contained hereinobligations secured by all previous grants of Liens.
(c) Upon the Lender’s request, the Collateral shall not include any rights US Borrower covenants and agrees to provide the Lender with all necessary information and will execute and deliver such documents as are required to comply with the Federal Assignment of Claims Act of 1940 (31 X.X.X. §0000 and 41 U.S.C. §15), to perfect the Borrower Lender’s security interest in the Accounts arising under any Capital Leases of Equipment Government Contracts with a contract value equal to or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, greater than Two Hundred Fifty Thousand Dollars ($250,000) and such prohibition has not been waived by other Government Contracts as Lender may determine in its sole discretion.
(d) The UK Borrowers have executed and delivered the UK Debentures and General Physics UK and GP Strategies Holdings have extended and delivered the UK Share Charges, in each case to secure their respective PersonObligations under this Agreement which are limited to their individual UK Obligations for all UK Borrowers except for General Physics UK which guarantees all Obligations.
Appears in 1 contract
Samples: Financing and Security Agreement (Gp Strategies Corp)
Grant of Liens. The For the purpose of securing the obligations, the U.S. Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, (a) all of the U.S. Borrower's ’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, Purchase Agreement Rights, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, (e) all of the U.S. Borrower’s other personal property of any kind or nature whatsoever, and (ef) all cash and non-cash proceeds and products of the foregoing. The U.S. Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything The Obligors hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Obligor’s rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Obligors agree that neither the assignment to the contrary Lender nor any other provision contained herein, the Collateral shall not include in this Agreement or any rights of the Borrower other Financing Documents shall impose on the Lender any obligation or liability of any of the Obligors under the Purchase Agreement and/or under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective PersonPurchase Agreement Documents.
Appears in 1 contract
Samples: Financing and Security Agreement (Optelecom-Nkf, Inc.)
Grant of Liens. The For the purpose of securing the obligations, the U.S. Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, (a) all of the U.S. Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, Purchase Agreement Rights, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, (e) all of the U.S. Borrower's other personal property of any kind or nature whatsoever, and (ef) all cash and non-cash proceeds and products of the foregoing. The U.S. Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything The Obligors hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on each of the Obligor's rights, title and interest in, to, and under the Purchase Agreement and the Purchase Agreement Documents. The Obligors agree that neither the assignment to the contrary Lender nor any other provision contained herein, the Collateral shall not include in this Agreement or any rights of the Borrower other Financing Documents shall impose on the Lender any obligation or liability of any of the Obligors under the Purchase Agreement and/or under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective PersonPurchase Agreement Documents.
Appears in 1 contract
Grant of Liens. The Each Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, (a) all of the such Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds and products of the foregoing. The Each Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything Without implying any limitation to the contrary contained hereinforegoing, as additional Collateral and security for the Collateral shall not include Obligations, Flanders Corporation hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, each of the Purchase Agreements and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the seller or any other Person and any and all rights of Flanders Corporation to indemnification from the seller or any other Person contained therein. Neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Lender any obligation or liability of Flanders Corporation or any other Borrower under any Capital Leases of Equipment the Purchase Agreements and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree jointly and severally to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities which may be incurred by or imposed upon the Lender by virtue of the assignment of and Lien on the rights, title and interest of Flanders Corporation in, to, and under the Purchase Agreements and the Purchase Agreement Documents. Each Borrower further acknowledges and agrees that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any other agreements if and all rights and remedies available to Flanders Corporation under the Purchase Agreements and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective PersonPurchase Agreement Transactions.
Appears in 1 contract
Grant of Liens. The Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations and to Bank of America with respect to the UK Obligations, and agrees that Bank of America, the Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds and products of the foregoing. The Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any rights of the Borrower under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective Person. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any item of tangible or intangible property to the extent the grant of a security interest pursuant hereto in the Borrower's right, title and interest in such item of property is prohibited by an applicable contractual obligation or requirement of law or would give any other Person the right to terminate its obligations with respect to such item (it being understood and agreed, however, that notwithstanding the foregoing, all rights to payment for money due or to become due pursuant to any such excluded item of property shall be subject to the security interests created hereby and it being further understood and agreed that any such excluded item shall be included as part of the Collateral if and to the extent any applicable prohibition on the collateral assignment of such item shall be unenforceable under the applicable Uniform Commercial Code as now or hereafter in effect). Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations, the Borrower hereby assigns to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations and to Bank of America with respect to the UK Obligations, all of its rights, title and interest in, to, and under, the Poly-Seal Purchase Agreement, all of the Poly-Seal Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller, and any and all rights of the Borrower to indemnification from the Seller or any other Person contained therein. The Borrower agrees that neither the assignment to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, nor any other provision contained in this Agreement or any of the other Financing Documents shall impose on the Agent or any of the Lenders any obligation or liability of the Borrower under the Poly-Seal Purchaser Agreement or under any of the Poly-Seal Purchase Agreement Documents. The Borrower hereby agrees to indemnify the Agent and each of the 100 Lenders and hold the Agent and each of the Lenders harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities which may be incurred by or imposed upon the Agent and/or any of the Lenders by virtue of the assignment of and Lien on each of the Borrower's rights, title and interest in, to, and under the Poly-Seal Purchase Agreement and the Poly-Seal Purchase Agreement Documents, unless due to the gross negligence or willful misconduct of the Agent and/or any of the Lenders. The Borrower further acknowledges and agrees that following the occurrence of an Event of Default, the Agent, with the consent of the Requisite Lenders, shall be entitled to enforce any and all rights and remedies available to the Borrower under the Poly-Seal Purchase Agreement, under the Poly-Seal Purchase Agreement Documents, and under applicable Laws with respect to the Poly-Seal Stock Purchase Transaction.
Appears in 1 contract
Samples: Financing and Security Agreement (BPC Holding Corp)
Grant of Liens. The Borrower Each of the Borrowers hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ’s Obligations, and agrees that the Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's Borrowers’ Accounts, Inventory, Government Contracts, Chattel Paper, Documents, Instruments, Equipment, SecuritiesInvestment Property, and General IntangiblesIntangibles and all of the Borrower’s deposit accounts with any financial institution with which the Borrowers maintain deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds and products Proceeds of the foregoing. The Borrower Each of the Borrowers further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ’s Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything Without implying any limitation to the contrary contained hereinforegoing, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent’s Obligations, all of its respective rights, title and interest in, to, and under, the Collateral shall not include AK Purchase Agreement and all of the AK Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrower under any Capital Leases of Equipment Borrowers to indemnification from the Seller or any other agreements if and Person contained therein. The Borrowers agree that neither the assignment to the extent Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent’s Obligations, nor any such Capital Leases other provision contained in this Agreement or any of the other agreements prohibit Financing Documents shall impose on the collateral Agent or any of the Lenders any obligation or liability of any of the Borrowers under the AK Purchase Agreement and/or under any of the other AK Purchase Agreement Documents. The Borrowers hereby jointly and severally agree to indemnify the Agent and each of the Lenders and hold the Agent and each of the Lenders harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities which may be incurred by or imposed upon the Agent and/or any of the Lenders by virtue of the assignment or pledge of and Lien on each of the Borrower's ’s rights, title and interest thereinin, to, and such prohibition has not been waived by under the respective PersonAK Purchase Agreement and the AK Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Agent, with the consent of the Requisite Lenders of the Lenders, shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the AK Purchase Agreement Documents and/or applicable Laws with respect to the AK Purchase Agreement Transaction.
Appears in 1 contract
Grant of Liens. The Borrower Each of the Borrowers hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's ObligationsLender, and agrees that the Agent and the Lenders Lender shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's Borrowers' Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, Investment Property and General IntangiblesIntangibles and all of the Borrowers' deposit accounts with any financial institution with which any of the Borrowers maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment Equipment and general intangibles General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds Proceeds and products of the foregoing. The Borrower Each of the Borrowers further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything Without implying any limitation to the contrary contained hereinforegoing, as additional Collateral and security for the Obligations, each of the Borrowers hereby assigns to the Lender all of its respective rights, title and interest in, to, and under, the Collateral shall not include Purchase Agreement and all of the Purchase Agreement Documents, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of any or all of the Borrower under any Capital Leases of Equipment Borrowers to indemnification from the Seller or any other agreements if and Person contained therein. The Borrowers agree that neither the assignment to the extent Lender nor any such Capital Leases other provision contained in this Agreement or any of the other agreements prohibit Financing Documents shall impose on the collateral Lender any obligation or liability of any of the Borrowers under the Purchase Agreement and/or under any of the other Purchase Agreement Documents. The Borrowers hereby agree to indemnify the Lender and hold the Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities which may be incurred by or imposed upon the Lender by virtue of the assignment or pledge of and Lien on each of the Borrower's rights, title and interest thereinin, to, and such prohibition has not been waived by under the respective PersonPurchase Agreement and the Purchase Agreement Documents. The Borrowers further acknowledge and agree that following the occurrence of an Event of Default, the Lender shall be entitled to enforce any and all rights and remedies available to any or all of the Borrowers under the Purchase Agreement and/or under any or all of the Purchase Agreement Documents and/or applicable Laws with respect to the Purchase Agreement Transaction.
Appears in 1 contract
Samples: Financing Agreement (Argan Inc)
Grant of Liens. The Borrower hereby assigns, pledges and grants to the Collateral Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, and agrees that the Collateral Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, (a) all of the Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds and products of the foregoing. The Borrower further agrees that the Collateral Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable LawsLaws in each case subject to the provisions of the Financing Documents, including, without limitation, the Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, the Collateral shall not include (i) any rights of the Borrower under any Capital Leases of Equipment or any other agreements if and to the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge of the Borrower's interest therein, and such prohibition has not been waived by the respective PersonPerson or (ii) any assets or properties of the Borrower or any Subsidiary which are not subject to a prior and senior perfected Lien in favor of the Collateral Agent with respect to the BofA Obligations. Notwithstanding anything to the contrary contained herein, the Collateral shall not include any item of tangible or intangible property to the extent the grant of a security interest pursuant hereto in the Borrower's right, title and interest in such item of property is prohibited by an applicable contractual obligation or requirement of law or would give any other Person the right to terminate its obligations with respect to such item (it being understood and agreed, however, that notwithstanding the foregoing, all rights to payment for money due or to become due pursuant to any such excluded item of property shall be subject to the security interests created hereby and it being further understood and agreed that any such excluded item shall be included as part of the Collateral if and to the extent any applicable prohibition on the collateral assignment of such item shall be unenforceable under the applicable Uniform Commercial Code as now or hereafter in effect). The Agent and the Lenders acknowledge and agree that all Liens and security interests granted by the Borrower and/or any of the Subsidiary Guarantors to the Collateral Agent pursuant to this Agreement or any of the other Financing Documents shall at all times be junior and subordinate to the Liens and security interests of the Collateral Agent with respect to the BofA Obligations, except as set forth in the Intercreditor Agreement. The Agent, the Lenders and the Borrower further understand and agree that notwithstanding any provision herein to the contrary or in any of the Financing Documents, all Liens and security interests shall be granted to the Collateral Agent for the benefit of the Agent and the Lenders and that at no time prior to the BofA Termination Date shall any such Liens or security interests be granted to or otherwise held in the name of the Agent and/or any of the Lenders.
Appears in 1 contract
Grant of Liens. The Borrower hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, and agrees that the Agent and the Lenders shall have a perfected and continuing security interest in, and Lien on, and a right of set-off against the following property and interests in property, whether now owned or hereafter acquired or existing, and wherever located (the "Collateral"):
(a) all of the Borrower's rights, title and interest in and to its Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Securities, and General Intangibles, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all equipment and general intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records, and (e) all cash and non-cash proceeds and products of the foregoing. The Borrower further agrees that the Agent, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to the Agent's Obligations, shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents and under applicable Laws. Notwithstanding anything to the contrary contained hereinThe Agent, the Collateral shall not include any rights of Lenders and the Borrower under any Capital Leases of Equipment or any other agreements if agree that this ARTICLE 3 is intended to grant and to govern Liens on the extent any such Capital Leases or other agreements prohibit the collateral assignment or pledge assets of the Borrower's interest therein. Any and all references to Collateral included elsewhere in this Agreement (other than in this ARTICLE 3) are intended to include and govern the Collateral of the Borrower, and whether the Liens on such prohibition has not been waived by Collateral arise under the respective Personprovisions of this Agreement or under any of the other Security Documents.
Appears in 1 contract
Samples: Financing and Security Agreement (Reunion Industries Inc)
