Grant of Security Interest; Collateral. (i) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the Lenders, a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the Lenders, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property and interests in property of Borrower:
(a) all of Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired;
(b) all of Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain names, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing;
(c) all of Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrower; provided, however, that Agent shall not have a security interest in any rights under any Government Contract of Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section 203 or Title 00, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and
(d) any and all additions and accessions to any of ...
Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the other Lenders, a valid, perfected and continuing first priority Lien upon all of Borrower’s right, title, and interest, whether now owned or existing or hereafter from time to time acquired or coming into existence, in, to, and under all of Borrower’s assets (collectively, the “Collateral”), including, but not limited to Borrower’s right, title and interest, if any, in, to and under: (i) all Leases and all amounts due or to become due under the Leases, (ii) all Inventory and other personal property securing the payment of any Lease, (iii) all Portfolio Documents and all rights, remedies, powers, privileges, and claims under the Portfolio Documents, (iv) the Collateral Account and all funds and other property credited to the Collateral Account; (v) the Purchase and Sale Agreement, each Servicing Agreement, and the Backup Servicing Agreement and all rights, remedies, powers, privileges, and claims under those contracts, (vi) all Accounts, General Intangibles, Chattel Paper, Instruments, Documents, Goods, money and any rights to the payment of money or other forms of consideration of any kind, Deposit Accounts, Investment Property, letters of credit, Letter-of-Credit Rights, Contract Rights, Contracts, Supporting Obligations, Equipment, Inventory, Fixtures, Computer Hardware, Software, securities, Permits, intellectual property, and oil, gas and other minerals; (vii) all other personal property and other types of property of Borrower (except as limited in clause (iv) above), including, but not limited to, all goods (including, but not limited to, the Inventory) owned by Borrower, whether or not such goods are the subject of a Lease and (viii) all Proceeds of all of the foregoing and all other types of property of Borrower (except as limited in clause (iv) above).
(b) Borrower shall promptly notify Agent of any Commercial Tort Claims of the Borrower, individually or in the aggregate, involving damages of more than $500,000 related to any Collateral in which Borrower has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and take all necessary action with respect thereto to grant and perfect a first priority Lien thereon in favor of Agent for the benefit of itself and the other Lenders.
(c) Borrower has full right and power to grant to Agent, for the benefi...
Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Lenders a continuing security interest in and Lien upon, and pledges to Lenders all of its rights, title and interests in and to the Borrower’s Assets, any and all additions and accessions thereto, and any and all replacements, products and proceeds (including insurance proceeds) thereof (the “Collateral”).
(b) As to all Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and Real Property, the title to which is held by Borrower, or the possession of which is held by Borrower in the form of a leasehold interest, Borrower hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent for the benefit of the Lenders all of the right, title and interest of Borrower in all of such Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and owned Real Property and in all such leasehold interests, together in each case with all of the right, title and interest of Borrower in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof. Borrower agrees that the Agent for the benefit of the Lenders is authorized to file or record financing statements with respect to the Collateral in such form and in such offices as Lenders reasonably determines appropriate to further evidence the perfection of the security interests of Lenders under this Agreement and to use the collateral description “all assets of the Debtor” in any such financing statements.
(c) Borrower shall promptly notify the Agent for the benefit of the Lenders of any Commercial Tort Claims in which it has an interest arising after the date of this Agreement and shall provide all necessary information concerning each such Commercial Tort Claim, or upon any and all Commercial Tort Claims upon request by the Agent for the benefit of the Lenders, and make all necessary filings with respect thereto to perfect Lenders’ security interest therein.
Grant of Security Interest; Collateral. To secure the Secured Obligations described in Section 2, the Debtor hereby grants to the Secured Party a security interest ("Security Interest") in the property described on Exhibit A attached hereto ("Collateral").
Grant of Security Interest; Collateral. In order to secure payment of the Note, Borrower hereby grants to Creditor a security interest in, and assigns, transfers and pledges to the Creditor, the following securities and other property: (a) _______ Percentage Interest of the Company's Member Interest (the "Member Interest") delivered to and deposited with Creditor as collateral for the Note; and (b) Any and all new, additional or different securities or other property subsequently distributed with respect to the Member Interest identified in Subsection (a) above that are to be delivered to and deposited with the Creditor pursuant to the requirements of Section 3 of this Agreement; and (c) Any and all other property and money that is delivered to or comes into the possession of Creditor pursuant to the terms and provisions of this Agreement; and (d) The proceeds of any sale, exchange or disposition of the property and securities described in Subsections (a), (b) or (c) above.
Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, and without limiting any grant of a Lien and security interest in any other Loan Document, the Borrower hereby grants to Lender a continuing security interest in and Lien upon, and pledges to Lender, all of its right, title and interest in and to the personal property set forth on Schedule 2.9 attached hereto and made a part hereof.
(b) Upon the execution and delivery of this Agreement, and upon the proper filing of the necessary financing statements without any further action, Lender will have a good, valid and perfected first priority Lien and security interest in all Collateral which may be perfected by the filing of financing statements, subject to no transfer or other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (i) on behalf of Lender, and/or (ii) in connection with Permitted Liens.
Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Lender a continuing first priority security interest (subject to Permitted Liens, which in no case shall include or permit liens on Accounts or proceeds thereof) in and Lien upon, and pledges to Lender, all of its right, title and interest in and to the following (collectively and each individually, the "Collateral"); provided, however, that the Collateral shall not include any -------- ------- of the following to the extent the following relates to, and is utilized solely in connection with, the contractual arrangements between Borrower and Sepracor, Inc.:
(i) all of such Borrower's tangible personal property now owned or hereafter acquired, other than Inventory and Equipment;
(ii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, contract rights, Permits, General Intangibles, Chattel Paper, Documents, Instruments and Deposit Accounts, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; and
(iii) any and all additions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing.
(b) Notwithstanding the foregoing provisions of this Section 2.9, such ----------- grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) such consent has not been obtained; provided, -------- however, that the foregoing grant of a security interest shall extend to, and ------- the term "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a right to the payment of money or a proceed of, or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment ...
Grant of Security Interest; Collateral. (i) As continuing security to Lender for the payment of all amounts due pursuant to this Note and the performance of all obligations of Borrower set out herein, Borrower hereby grants to Lender a security interest in all of Borrower’s right, title and interest, whether now owned or hereafter acquired, in and to the Collateral (as hereinafter defined). For purposes of this Note, “Collateral” means all accounts, deposit accounts, chattel paper, commercial tort claims, documents, equipment, fixtures, goods, general intangibles (including but not limited to all patents, copyrights, trademarks and other intellectual property), instruments, inventory, investment property, pledged deposits, supporting obligations, and all other personal property of Borrower, wherever located, to the extent that Borrower now has or hereafter acquires any right or interest, and the proceeds, insurance proceeds and products thereof, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto.
Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, and without limiting any grant of any Lien and security interest in any other Loan Document, the Borrower hereby grants to Lender a continuing security interest in and Lien upon, and pledges to Lender, all of its right, title and interest in and to the following, whether now owned or hereafter created, acquired or arising and wherever located (collectively and each individually, subject to the proviso below, the “Collateral”):
(i) all Accounts and Related Property to the extent strictly necessary to collect on such Accounts;
(ii) the Controlled Deposit Accounts;
(iii) all Books and Records relating to Collateral;
(iv) any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. provided that Collateral shall not include any asset or property (I) that constitutes (A) any Intellectual Property of Borrower or (B) any governmental authorizations to manufacture, market, sell or distribute Borrower’s goods or inventory, or (II) to the extent that the grant of a security interest in such asset or property (A) would result in a breach or default under an agreement relating to such asset or property, which may result in the abandonment, invalidation or unenforceability of any right, title or interest of the Borrower therein (except to the extent the relevant term that would result in such breach, default, abandonment, invalidation or unenforceability is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or equivalent statutes of any jurisdiction) or any other applicable law), (B) is prohibited by any applicable law or requires a consent not obtained of any Governmental Authority pursuant to applicable law (except to the extent the law prohibiting such grant or requiring such consent is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or equivalent statutes of any jurisdiction) or any other applicable law) or (C) is prohibited or restricted by any third party (so long as any agreement with such third party that provides for such prohibition or restriction was not entered into in contemplation of the acquisition of such asset or entering into of such contract or for the purpose of creating such prohibition or restriction), other than to the extent such prohibi...
Grant of Security Interest; Collateral. (a) To secure the timely payment and performance of the Secured Obligations, each Loan Party hereby grants to the Administrative Agent, for the benefit of itself and the other Beneficiaries, a continuing security interest (the “Security Interest”) in, and Lien upon, and Uniti – Bridge Loan and Security Agreement #97751373v29 pledges to the Administrative Agent, for the benefit of itself and the other Beneficiaries, all of such Loan Party’s right, title and interest in, to and under all of the following assets now owned or at any time hereafter acquired by such Loan Party or in which such Loan Party now has or at any time in the future may acquire any right, title or interest:
(i) the Account Collateral;
(ii) (x) all Fiber Network Assets and (y) all the following personal property of such Loan Party:
(A) all Equipment (as defined in the UCC);
(B) all Fixtures (as defined in the UCC);
(C) all Documents (as defined in the UCC);
(D) all Accounts (as defined in the UCC);
(E) all Inventory (as defined in the UCC);
(F) all Goods (as defined in the UCC);
(G) all Commercial Tort Claims (as defined in the UCC) with a value in excess of $2,000,000;
(H) all General Intangibles (as defined in the UCC), including any limited liability company or other ownership interests which are not “securities” as provided under Section 8-103 of the UCC;
(I) all Investment Property (as defined in the UCC), excluding Pledged Collateral pledged pursuant to clause (iii) below;
(J) all Money, cash, cash equivalents, Deposit Accounts and Securities Accounts (each as defined in the UCC), including the Reserve Accounts, each Collections Account and the Loan Account;
(K) all Chattel Paper (as defined in the UCC);
(L) all Instruments (as defined in the UCC);
(M) to the extent not otherwise included, (1) all IRU Agreements and any assets initially subject to an IRU Agreement upon transfer to a Loan Party, (2) the Closing Date Contributed Contracts and any other Customer Contracts with respect to the Fiber Network Assets, (3) the Management Agreement, the Interest Rate Protection Agreement and the other Transaction Documents and (4) any and all rights, remedies and proceeds under the foregoing and derived therefrom (including all rights to payment thereunder, if any); Uniti – Bridge Loan and Security Agreement #97751373v29
(N) all books and records pertaining to the foregoing Collateral described in this clause (ii); and
(O) to the extent not otherwise included, all Proceeds (as defined in the ...
