Grant of Security Interest in Collateral. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all present and after-acquired property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, including without limitation, the following: (a) all Accounts; (b) all Chattel Paper; (c) all Contracts; (d) all Deposit Accounts; (e) all Documents of Title; (f) all Equipment; (g) all Financial Assets; (h) all Goods; (i) all Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Money; (o) all books and records pertaining to the Collateral; and (p) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (i) any consumer goods, (ii) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained herein.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Paperweight Development Corp), Guarantee and Collateral Agreement (Paperweight Development Corp)
Grant of Security Interest in Collateral. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured PartiesAdministrative Agent and the Lenders, a security interest in, all present and after-acquired personal property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, including without limitation, the following's Obligations consisting of:
(a) all Accounts;
(b) all Chattel Paper;
(c) all Contractscontracts;
(d) all Deposit Accounts;
(e) all Documents of Title;
(f) all Equipment;
(g) all Financial Assets;
(h) all Goods;
(i) all Intangibles;
(j) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(m) all Investment Property;
(n) all Letter-of-Credit Rights;
(o) all Money;
(op) all books and records pertaining to the Collateral; and
(pq) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (ix) any consumer goods, (iiy) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; law or (iiiz) any property to the extent that such property constitutes “"Collateral” " under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained herein.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Paperweight Development Corp), Guarantee and Collateral Agreement (Appleton Papers Inc/Wi)
Grant of Security Interest in Collateral. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit To secure payment of the Secured PartiesIndebtedness, Debtor grants Lender a continuing first security interest inin all of the following assets and property of Debtor, all present wherever located and after-acquired property whether now owned or at any time existing or hereafter acquired by such Grantor arising or in which such Grantor now has or at any time in acquired: All assets of Debtor, (the future may acquire any right"Collateral") including, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, including without limitation, the followingbut not limited to:
(a) all Accountsequipment in all of its forms, and all fixtures wherever located, now or hereafter existing, and all parts thereof, and accessions, accessories, supplies, and operating manuals thereto (the "Equipment");
(b) all Chattel Paperinventory in all of its forms, and all products thereof, wherever located, now or hereafter existing, including, but not limited to, (i) all raw materials and work in process therefore, finished goods thereof, and materials used or consumed in the manufacture or production thereof, (ii) goods in which the Debtor has an interest in mass or a joint or other interest or right of any kind, and (iii) goods which are held for sale or lease, and all accessions thereto and products thereof (the "Inventory"; Equipment and Inventory are hereinafter referred to collectively as the "Tangible Collateral");
(c) all Contractsaccounts, rights arising under contracts, chattel paper, instruments, rights under letters of credit, documents, general intangibles, payment intangibles and other obligations of any kind, whether now owned or hereafter acquired, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and to all security agreements, leases and other contracts securing or otherwise relating to any of such accounts, rights arising under contracts, chattel paper, instruments, general intangibles or obligations (collectively, the "Intangible Collateral");
(d) all Deposit Accountsinterests in equities, debentures, securities and negotiable instruments including, but limited to, all shares of capital stock whether voting or non-voting, preferred or common, public or private, or convertible and including all options, warrants, appreciation rights and all other forms of ownership for example, but not limited to, limited partnership interests, limited liability company membership, real estate investment trusts and the like and the proceeds therefrom ("Securities");
(e) all Documents of Title;
(f) all Equipment;
(g) all Financial Assets;
(h) all Goods;
(i) all Intangibles;
(j) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(m) all Investment Property;
(n) all Money;
(o) all books and records of the Debtor pertaining to any of the Collateral; and
(pf) all cash and all proceeds of any of the foregoing Collateral (including, without limitation, proceeds which constitute property of the types described in clauses (a) through (d) of this Section 1) and, to the extent not otherwise included, all Proceedspayments under insurance (whether or not the Secured Party is loss payee thereof), Supporting Obligations and products or any indemnity, warranty or guaranty, payable by reason of any and all of the foregoing and all collateral security and guarantees given by any Person loss or damage to or otherwise with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (i) any consumer goods, (ii) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “foregoing Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained herein.
Appears in 1 contract
Grant of Security Interest in Collateral. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all present and after-acquired property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”)Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor’s Obligations, including without limitationhereby collaterally assigns, the following:
(a) all Accounts;
(b) all Chattel Paper;
(c) all Contracts;
(d) all Deposit Accounts;
(e) all Documents of Title;
(f) all Equipment;
(g) all Financial Assets;
(h) all Goods;
(i) all Intangibles;
(j) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(m) all Investment Property;
(n) all Money;
(o) all books conveys, mortgages, pledges, hypothecates and records pertaining transfers to the Collateral; and
(p) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (i) any consumer goods, (ii) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing Collateral Agent for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to be afforded therebyand under the Collateral of such Grantor; provided, however, that (xi) Excluded Property only 65% of the Voting Stock of each Foreign Subsidiary (other than Canadian Subsidiaries) owned by the Company or by any other Grantor that is a Domestic Subsidiary shall not include proceedsbe deemed to be pledged hereunder as collateral security for the Domestic Secured Obligations of the Company or such other Grantor, products(ii) from and after the Canadian Subsidiary Release Date, substitutions only 65% of the Voting Stock of each Canadian Subsidiary owned by the Company or replacements by any other Grantor that is a Domestic Subsidiary shall be deemed to be pledged hereunder as collateral security for the Domestic Secured Obligations of Excluded Property the Company or such other Grantor, and (yiii) if and when the prohibition which prevents the granting by such Grantor to the Collateral Agent of a security interest in any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consentis removed or otherwise terminated, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject Agent will be deemed to have, and at all times from and after the date hereof to have had, a security interest in such Excluded Property, as the case may be, and that, notwithstanding anything set forth herein to the grant contrary, the Collateral Agent will be deemed to have, and at all times from and after the date hereof to have had, a security interest in the proceeds of security contained hereinsuch Excluded Property.
Appears in 1 contract
Samples: Pledge and Security Agreement (Oxford Automotive Inc)
Grant of Security Interest in Collateral. Each Grantor hereby assigns To secure the prompt payment and transfers to performance of all of the Administrative AgentObligations, and each Borrower hereby grants to the Administrative AgentLender, for the ratable benefit of itself and of the other Secured Parties, a continuing security interest inin and Lien upon all of such Borrower's assets, including all present of the following Property and after-acquired property interests in Property of such Borrower, whether now owned or at any time existing or hereafter created, acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt arising and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, including without limitation, the followingwheresoever located:
(ai) all AccountsAccounts Collateral;
(bii) all Goods, including all Inventory and Equipment;
(iii) all Instruments;
(iv) all Chattel Paper;
(cv) all ContractsDocuments;
(dvi) all General Intangibles;
(vii) all Deposit Accounts;
(eviii) all Documents Investment Property (but excluding any portion thereof that constitutes Margin Stock unless otherwise expressly provided in any Security Document), to the extent the grant of Titlea security interest and Lien thereon by Borrowers to Lender is not prohibited by any provision of any statute, rule, regulation or order issued by the Securities and Exchange Commission;
(fix) all EquipmentLetter of Credit Rights;
(gx) all Financial AssetsSupporting Obligations;
(hxi) all Goodsmonies now or at any time or times hereafter in the possession or under the control of Lender or a bailee or Affiliate of Lender, including any Cash Collateral in the Cash Collateral Account;
(xii) all accessions to, substitutions for and all replacements, products and cash and non-cash proceeds of (i) all Intangibles;
through (jxi) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(m) all Investment Property;
(n) all Money;
(o) all books above, including proceeds of and records pertaining unearned premiums with respect to insurance policies insuring any of the Collateral and claims against any Person for loss of, damage to, or destruction of any of the Collateral; and
(pxiii) to the extent not otherwise includedall books and records (including customer lists, all Proceedsfiles, Supporting Obligations correspondence, tapes, computer programs, print-outs, and products other computer materials and records) of any and all of the foregoing and all collateral security and guarantees given by any Person with respect such Borrower pertaining to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (i) any consumer goods, through (iixii) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained hereinabove.
Appears in 1 contract
Samples: Loan and Security Agreement (Proxymed Inc /Ft Lauderdale/)
Grant of Security Interest in Collateral. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all present and after-acquired property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”)Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor’s Obligations, including without limitationhereby collaterally assigns, the following:
(a) all Accounts;
(b) all Chattel Paper;
(c) all Contracts;
(d) all Deposit Accounts;
(e) all Documents of Title;
(f) all Equipment;
(g) all Financial Assets;
(h) all Goods;
(i) all Intangibles;
(j) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(m) all Investment Property;
(n) all Money;
(o) all books mortgages, pledges and records pertaining hypothecates to the Collateral; and
(p) Administrative Agent for the benefit of the Secured Parties, and grants to the extent not otherwise includedAdministrative Agent for the benefit of the Secured Parties a lien on and security interest in, all Proceedsof its right, Supporting Obligations title and products interest in, to and under the Collateral of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoingsuch Grantor; provided, however, that notwithstanding only the outstanding Voting Stock of a direct Subsidiary of such Grantor that is not a Domestic Person possessing (together with any other Grantor) up to but not exceeding 65% of the other provisions set forth in this Section 3voting power of all classes of Voting Stock of such Subsidiary shall be deemed to be pledged hereunder to secure the Domestic Secured Obligations of such Grantor; and provided, this Agreement further, that (a) the foregoing grant shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (i) include any consumer goods, (ii) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets Collateral to the extent that the Administrative Agent shall reasonably agree consent of any Person that the cost is not an Affiliate of obtaining such Grantor (other than a security interest therein or perfection Governmental Authority) is required under any valid and enforceable Contractual Obligation of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest Loan Party for such grant and such consent has not been obtained despite such Grantor's commercially reasonable efforts to be afforded thereby; obtain it, provided, however, that such exclusion shall operate only for so long as and only to the extent that (xi) Excluded Property such consent as not been obtained, (ii) the provision in the Contractual Obligation of such Grantor requiring such consent remains valid and enforceable and is not otherwise deemed ineffective by applicable Requirements of Law and (iii) notwithstanding the foregoing in this clause (a), such grant shall not include proceedsthe right to receive any payment of money (including General Intangibles for money due or to become due) from, and any Proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions or and replacements of Excluded Property of, any such Collateral and (yb) should any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall Collateral no longer constitute Excluded Property for purposes be excluded pursuant to clause (a) above, the Administrative Agent shall be deemed to have, and all times after the date hereof and shall automatically constitute to have had, a portion of the Collateral subject to the grant of security contained hereininterest in such Collateral.
Appears in 1 contract
Grant of Security Interest in Collateral. Each Grantor hereby assigns and transfers to the Administrative Collateral Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of each of the Secured Parties, a security interest in, all present and after-acquired personal property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, including without limitation, the following's Obligations consisting of:
(a) all Accounts;
(b) all Chattel Paper;
(c) all Contractscontracts;
(d) all Deposit Accounts;
(e) all Documents of Title;
(f) all Equipment;
(g) all Financial Assets;
(h) all GoodsIntangibles;
(i) all IntangiblesGoods;
(j) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(m) all Investment Property;
(n) all Letter-of-Credit Rights;
(o) all Money;
(op) all books and records pertaining to the Collateral; and
(pq) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (ix) any consumer goods, (iiy) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; law or (iiiz) any property to the extent that such property constitutes “"Collateral” " under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained herein.
Appears in 1 contract
Samples: Collateral Agreement (Paperweight Development Corp)
Grant of Security Interest in Collateral. Each Grantor (a) As an inducement for the Secured Parties to extend the loans as evidenced by the Notes and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, the Company hereby assigns unconditionally and transfers irrevocably pledges, grants and hypothecates to the Administrative AgentSecured Parties a security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral (a "SECURITY INTEREST" and, collectively, the "SECURITY INTERESTS").
(b) Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law; PROVIDED, HOWEVER, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset. In addition, in no event shall Collateral include, and hereby grants Secured Parties shall not be deemed to have an interest in, any of the Company's right, title or interest in: (a) any Intellectual Property if the grant of such interest shall constitute or result in the abandonment, invalidation or rendering unenforceable any right, title or interest of the Company therein, (b) any license, contract or agreement to which the Company is a party or any of its rights or interests thereunder to the Administrative Agentextent, for but only to the ratable benefit extent, that such a grant would, under the terms of such license, contract or agreement, or otherwise, result in a breach or termination of the Secured Partiesterms or, constitute a default under or termination of, any such license, agreement or contract (other than to the extent that any such term would be rendered ineffective pursuant to any applicable law or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and the Company shall be deemed to have granted a security interest in, all present such rights and after-acquired property now owned or at any time hereafter acquired by interests as if such Grantor or provision had never been in which such Grantor now has or at any time effect; and (c) the authorized share capital of the Company (including treasury shares); PROVIDED, HOWEVER, that the Company shall promptly notify the Agent in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, including without limitation, the following:
event that subsections (a) all Accounts;
or (b) all Chattel Paper;above are, or become, relevant.
(c) all Contracts;
(d) all Deposit Accounts;
(e) all Documents of Title;
(f) all Equipment;
(g) all Financial Assets;
(h) all Goods;
(i) all Intangibles;
(j) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(m) all Investment Property;
(n) all Money;
(o) all books and records pertaining Notwithstanding anything to the Collateral; and
(p) contrary hereunder, the Security Interests will be subordinated in right of payment to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all indebtedness of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions Company set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (iSCHEDULE 2(C) any consumer goods, (ii) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained hereinattached hereto.
Appears in 1 contract
Grant of Security Interest in Collateral. Each Grantor To secure the prompt payment and performance of all of the Obligations, each Company hereby grants, assigns and transfers pledges to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest inin and Lien upon all of the following property of such Company, all present and after-whether now existing or hereafter created or acquired property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Intellectual Property Collateral”)):
(a) the entire right, as collateral security for the prompt title and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) interest of such Grantor’s ObligationsCompany in and to all patents, including patent registrations, and patent applications, including, without limitation, the following:
patents and applications listed on Exhibit A attached hereto and made a part hereof (aas the same may be amended from time to time), and (i) all Accountsre-issues, divisions, continuations, renewals, extensions and continuations in part thereof, (ii) the right to xxx for past, present and future infringements thereof, (iii) all rights corresponding thereto throughout the world and (iv) all income, royalties, damages and payments now or hereafter due or payable with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and all damages and payments for past or future infringements, misappropriations or dilutions thereof and all other proceeds of the foregoing, (all of the foregoing patents, patent registrations and patent applications are hereinafter collectively referred to as the “Patents”, and together with the items described in clauses (i)-(iv), as the “Patent Collateral”);
(b) the entire right, title and interest of such Company in and to all Chattel Papertrademarks, trademark registrations, trade names and trademark applications, including, without limitation, the trademarks and applications listed on Exhibit B attached hereto and made a part hereof (as the same may be amended from time to time), and (i) all re-issues, continuations, extensions and renewals thereof, (ii) the right to xxx for past, present and future infringements or dilutions thereof, (iii) the goodwill of such Company’s business connected with and symbolized by the foregoing, (iv) all rights corresponding thereto throughout the world and (v) all income, royalties, damages and payments now or hereafter due or payable with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and all damages and payments for past or future infringements, misappropriations or dilutions thereof, and all other proceeds of the foregoing (all of the foregoing trademarks, trademark registrations and trademark applications are hereinafter collectively referred to as the “Trademarks”, and together with the items described in clauses (i)-(v), as the “Trademark Collateral”);
(c) the entire right, title and interest of such Company in and to all Contracts;copyrights, copyright registrations and recordings thereof, and copyright applications, including, without limitation, the copyrights and applications listed on Exhibit C attached hereto and made a part hereof (as the same may be amended from time to time), and (i) all continuations, renewals, and extensions thereof, (ii) the right to xxx for past, present and future infringements or misappropriations thereof, (iii) all rights corresponding thereto throughout the world and (iv) all income, royalties, damages and payments now or hereafter due or payable with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and all damages and payments for past or future infringements, misappropriations or dilutions thereof, and all other proceeds of the foregoing, (all of the foregoing copyrights, copyright registrations and copyright applications are hereinafter collectively referred to as the “Copyrights”, and together with the items described in clauses (i)-(iv), as the “Copyright Collateral”); and
(d) any and all Deposit Accounts;
rights now owned or hereafter acquired by any Company (ebut not the obligations of such Company) all Documents of Title;
(f) all Equipment;
(g) all Financial Assets;
(h) all Goods;
(i) all Intangibles;
(j) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(m) all Investment Property;
(n) all Money;
(o) all books under any written agreement granting any exclusive right to use any other Person’s patents, trademarks, or copyrights, or applications therefor, including, without limitation, the patents, trademarks and records pertaining to the Collateral; and
(p) copyrights and applications therefor listed on Exhibit D attached hereto and made a part hereof, to the extent not otherwise includedpermitted thereunder, and all Proceeds, Supporting Obligations and products proceeds of any and the foregoing (all of the foregoing licenses and all collateral security and guarantees given by any Person with respect other agreements are hereinafter collectively referred to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (as the “Excluded PropertyIntellectual Property Licenses”): (i) any consumer goods, (ii) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained herein).
Appears in 1 contract
Samples: Intellectual Property Security Agreement (Freedom Group, Inc.)
Grant of Security Interest in Collateral. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all present and after-acquired property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, including without limitation, the following:
(a) all Accounts;
(b) all Chattel Paper;
(c) all Contracts;
(d) all Deposit Accounts;
(e) all Documents of Title;
(f) all Equipment;
(g) all Financial Assets;
(h) all Goods;
(i) all Intangibles;
(j) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(m) all Investment Property;
(n) all Money;
(o) all books and records pertaining to the Collateral; and
(p) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (i) any consumer goods, (ii) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter charters and authorizationauthorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any Intercompany Note made in favour of any Loan Party by an Special Purpose Receivables Subsidiary with respect to the purchase price of Receivables from such Loan Party in connection with a Permitted Receivables Financing; (ix) any Receivables Assets related to (including, without limitation, by being sold, pledged or financed pursuant to) a Permitted Receivables Financing; and (x) any other assets to the extent that each of the Administrative Agent and the Revolver Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained herein.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Paperweight Development Corp)
Grant of Security Interest in Collateral. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all present and after-acquired property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”)Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (the “Secured Obligations”), hereby pledges and grants to the Purchaser a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor’s Obligations; provided, including without limitationnotwithstanding the foregoing, the following:
(a) all Accounts;
(b) all Chattel Paper;
(c) all Contracts;
(d) all Deposit Accounts;
(e) all Documents of Title;
(f) all Equipment;
(g) all Financial Assets;
(h) all Goods;
(i) all Intangibles;
(j) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(m) all Investment Property;
(n) all Money;
(o) all books and records pertaining to the Collateral; and
(p) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral no Lien or security and guarantees given by any Person interest is hereby granted on or created with respect to any of Excluded Property and the foregoingterm “Collateral” shall not include any Excluded Property; provided, howeverfurther, that if and when any property shall cease to be Excluded Property, a Lien on and security interest in such property shall be deemed granted therein and the term “Collateral” shall include such assets in each case without any action required to be taken by any Person until the date, if ever, such property again becomes Excluded Property; provided, further, notwithstanding anything herein to the contrary or in any other Transaction Document, (w) no Grantor shall (nor shall the Purchaser) be required to make any filings or take any other action in order to (i) create or perfect a security interest or Lien in the Collateral (including, for the avoidance of doubt, with respect to Intellectual Property Rights registered in any non-United States jurisdiction) in any jurisdiction other than in the United States or any of its states or the District of Columbia, (ii) perfect a security interest or Lien with respect to motor vehicles, airplanes or other provisions set forth Vehicles in this Section 3, this Agreement shall not constitute a grant which perfection of a security interest or Lien requires notation on certificates of title unless such Grantor grants or perfects a lien in and favor of the following (the “Excluded Property”): (i) any consumer goodsother Person, (iiiii) any property to the extent that such grant of perfect a security interest is prohibited by any Requirement or Lien with respect to letter of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of credit rights (other than with respect those that constitute supporting obligations as to any other Collateral as to which perfection of the security interest in such right held other Collateral is accomplished automatically or by the Borrower or filing of a Guarantorfinancing statement under the UCC) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; 100,000 in the aggregate, (iv) perfect a security interest or Lien with respect to commercial tort claims with a value of less than $100,000 in the aggregate, or (v) motor vehicles perfect a security interest or Lien with respect to Property to which the Purchaser and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall Issuer reasonably agree that the cost of obtaining perfecting such a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs Lien is excessive in relation to the benefit to the Purchaser of the perfected security interest to be afforded thereby; provided, howeverno Control Agreements or perfection or control over deposit or securities accounts shall be required unless the same has been perfected in favor of another Person. Notwithstanding anything contained herein or in any other Transaction Document, that (x) Excluded Property shall not include proceeds, products, substitutions if any Grantor grants or replacements of Excluded Property and (y) perfects a lien on any Excluded Property that at any time fails to satisfy the above criteria (whether as a result Collateral in favor of the applicable Permanent Financing Lender, then such Grantor obtaining any necessary consentshall, any change concurrently, grant or perfect a lien in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion favor of the Collateral subject to Purchaser on the grant of security contained hereinsame Collateral.
Appears in 1 contract
Samples: Securities Purchase Agreement (TLG Acquisition One Corp.)
Grant of Security Interest in Collateral. Each Grantor hereby assigns To secure the prompt payment and transfers to performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Administrative AgentSecured Obligations, and each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in, and a right of set off against, any and all present right, title and after-acquired property interest of such Obligor in and to all of the following, whether now owned or at any time existing or owned, acquired, or arising hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, including without limitation, the following:
): (a) all Accounts;
; (b) all Chattel Paper;
; (c) all Contracts;
those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Deposit Accounts;
Copyrights; (e) all Documents of Title;
Copyright Licenses; (f) all Equipment;
Deposit Accounts; (g) all Financial Assets;
Documents; (h) all Goods;
Equipment; (i) all Intangibles;
Fixtures; (j) all Instruments;
General Intangibles; (k) all Intellectual Property;
Instruments; (l) all Inventory;
; (m) all Investment Property;
; (n) all Money;
Letter-of-Credit Rights; (o) all books and records pertaining to the CollateralMoney; and
(p) to the extent not otherwise included, all Proceeds, Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations Obligations; (u) all Trademarks; (v) all Trademark Licenses; and products (w) all Accessions and all Proceeds of any and all of the foregoing and all collateral foregoing. Notwithstanding anything to the contrary contained herein, the security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, interests granted under this Agreement shall not constitute a extend to (a) any Excluded Property and (b) any General Intangible, permit, lease, license, contract or other Instrument of an Obligor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the following (the “Excluded Property”): lapse of time or both); provided that (i) any consumer goods, such limitation described in the foregoing clause (iib) any property on the security interests granted hereunder shall only apply to the extent that any such grant prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of a security interest is prohibited by equity and (ii) in the event of the termination or elimination of any Requirement of such prohibition or the requirement for any consent contained in any applicable Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited byGeneral Intangible, or constitutes a breach or default underpermit, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contractlease, license, agreement, instrument, lease, purchase money security interest contract or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorizationInstrument, to the extent security interests in sufficient to permit any such licensesitem to become Collateral hereunder, franchisesor upon the granting of any such consent, charters or authorizations are prohibited waiving or restricted thereby; (vii) terminating any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining requirement for such consent, a security interest therein in such General Intangible, permit, lease, license, contract or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to other Instrument shall be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property automatically and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof simultaneously granted hereunder and shall automatically constitute a portion of the be included as Collateral subject to the grant of security contained hereinhereunder.
Appears in 1 contract
Grant of Security Interest in Collateral. Each Grantor hereby assigns To secure the prompt and transfers to Full Payment and performance of all of the Administrative AgentObligations, and each Borrower hereby grants to the Administrative AgentLender, for the ratable benefit a continuing security interest in and Lien upon all of the Secured Partiesfollowing Property and interests in Property of such Borrower, a security interest in, all present and after-acquired property whether now owned or at any time existing or hereafter created, acquired by such Grantor or in which such Grantor now has arising (irrespective of whether the same existed on or at any time in was created or acquired after the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, including without limitation, the following:Petition Date):
(a) all Accounts;
(b) all Chattel PaperInventory;
(c) all ContractsEquipment;
(d) all Deposit AccountsGeneral Intangibles (including all Intellectual Property);
(e) all Documents of TitleInstruments;
(f) all EquipmentChattel Paper;
(g) all Financial AssetsDocuments;
(h) all GoodsInvestment Property (including all Pledged Securities);
(i) all Intangiblesother goods and personal property, whether tangible or intangible, wherever located, including money, letters of credit and all rights of payment or performance under letters of credit;
(j) all InstrumentsReal Property;
(k) all Intellectual PropertyAvoidance Claims;
(l1) all Inventorymoney and other Property of any kind, whether or not in the possession or under the control of Lender or a bailee of Lender;
(m) all Investment Property;
cash and non-cash proceeds of (na) all Money;
through (o1) all books above, including proceeds of and records pertaining unearned premiums with respect to insurance policies insuring any of the Collateral; and
(pn) to the extent not otherwise includedall books and records (including customer lists, all Proceedsfiles, Supporting Obligations correspondence, tapes, computer programs, print-outs, and products other computer materials and records) of any and all of the foregoing and all collateral security and guarantees given by any Person with respect Borrower pertaining to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement (a) through (m) above. In no event shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (i) any consumer goods, the Lien granted above in all Avoidance Claims be enforceable unless and until the Final Financing Order is entered nor (ii) any property the Liens described herein extend to the extent Carve-Out. Lender agrees that such grant so long as no Default or Event of a security interest is prohibited by any Requirement of LawDefault shall have occurred and be continuing, requires a consent not obtained of any Governmental Authority pursuant Borrowers shall be permitted to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under pay Professional Expenses allowed and payable as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit part of the security interest to be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained hereinCarve-Out.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Peregrine Systems Inc)
Grant of Security Interest in Collateral. Each Grantor hereby assigns To secure the prompt payment and transfers to performance of all of the Administrative AgentObligations, and each Borrower hereby grants to the Administrative AgentLender, for the ratable benefit of the Secured Partiesitself as Lender and as agent for any Affiliate of Lender, a continuing security interest inin and Lien upon all of the following Property and interests in Property of such Borrower, all present and after-acquired property whether now owned or at any time existing or hereafter created, acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt arising and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, including without limitation, the followingwheresoever located:
(ai) all AccountsAccounts Collateral;
(bii) all Goods, including all Inventory and all Equipment;
(iii) all Instruments;
(iv) all Chattel Paper;
(cv) all ContractsDocuments;
(dvi) all General Intangibles;
(vii) all Deposit Accounts;
(eviii) all Documents of TitleInvestment Property (but excluding any portion thereof that constitutes Margin Stock unless otherwise expressly provided in any Security Documents);
(fix) all EquipmentLetter-of-Credit Rights;
(gx) all Financial Assetsmonies now or at any time or times hereafter in the possession or under the control of Lender or a bailee or Affiliate of Lender, including any Cash Collateral in the Cash Collateral Account;
(hxi) all Goods;
accessions to, substitutions for and all replacements, products and cash and non-cash proceeds of (i) all Intangibles;
through (jx) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(m) all Investment Property;
(n) all Money;
(o) all books above, including proceeds of and records pertaining unearned premiums with respect to insurance policies insuring any of the Collateral and claims against any Person for loss of, damage to, or destruction of any of the Collateral; and
(pxii) to the extent not otherwise includedall books and records (including customer lists, all Proceedsfiles, Supporting Obligations correspondence, tapes, computer programs, print-outs, and products other computer materials and records) of any and all of the foregoing and all collateral security and guarantees given by any Person with respect such Borrower pertaining to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (i) any consumer goods, through (iixi) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained hereinabove.
Appears in 1 contract
Samples: Loan and Security Agreement (Sed International Holdings Inc)
Grant of Security Interest in Collateral. Each Grantor hereby assigns To secure the prompt and transfers to Full Payment and performance of all of the Administrative AgentObligations, and Borrower hereby grants to the Administrative Agent, for the ratable benefit of itself as Agent and for the Secured PartiesPro Rata benefit of Lenders, a continuing security interest inin and Lien upon all of the following Property and interests in Property of Borrower, all present and after-acquired property whether now owned or at any time existing or hereafter created, acquired by such Grantor or in which such Grantor now has arising (irrespective of whether the same existed on or at any time in was created or acquired after the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, including without limitation, the following:Petition Date):
(ai) all Accounts;
(bii) all Inventory;
(iii) all Equipment;
(iv) all General Intangibles;
(v) all Instruments;
(vi) all Chattel Paper;
(cvii) all ContractsDocuments;
(d) all Deposit Accounts;
(e) all Documents of Title;
(f) all Equipment;
(g) all Financial Assets;
(h) all Goods;
(i) all Intangibles;
(j) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(mviii) all Investment Property;
(nix) all Moneymonies and other Property of any kind, now or at any time or times hereafter in the possession or under the control of Agent or a Lender or a bailee or Affiliate of a Lender, including any Cash Collateral in the Cash Collateral Account;
(ox) all books cash and records pertaining non-cash proceeds of (i) through (x) above, including proceeds of and unearned premiums with respect to insurance policies insuring any of the Collateral; and
(pxi) to the extent not otherwise includedall books and records (including customer lists, all Proceedsfiles, Supporting Obligations correspondence, tapes, computer programs, print-outs, and products other computer materials and records) of any and all of the foregoing and all collateral security and guarantees given by any Person with respect Borrower pertaining to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (i) any consumer goods, (ii) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter and authorization, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any other assets to the extent that the Administrative Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to be afforded thereby; provided, however, that through (x) Excluded Property above. In no event shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject include any Avoidance Claims or proceeds thereof and in no event shall the Liens described herein extend to the grant of security contained hereinProfessional Expense Escrow.
Appears in 1 contract
Samples: Post Petition Loan and Security Agreement (Drypers Corp)
Grant of Security Interest in Collateral. Each Subject to the terms of the Intercreditor Agreement, each Grantor hereby assigns and transfers to the Administrative Collateral Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, all present and after-acquired property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, including without limitation, the following:
(a) all Accounts;
(b) all Chattel Paper;
(c) all Contracts;
(d) all Deposit Accounts;
(e) all Documents of Title;
(f) all Equipment;
(g) all Financial Assets;
(h) all Goods;
(i) all Intangibles;
(j) all Instruments;
(k) all Intellectual Property;
(l) all Inventory;
(m) all Investment Property;
(n) all Money;
(o) all books and records pertaining to the Collateral; and
(p) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and of the following (the “Excluded Property”): (i) any consumer goods, (ii) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the creation of a right of termination of (other than with respect to any such right held by the Borrower Company or a Guarantor) or requires any consent not obtained under, any contract, license, agreement, instrument, lease, purchase money security interest or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law; (iii) any property to the extent that such property constitutes “Collateral” under and as defined in the Fox River Security Agreement; (iv) any leasehold interests in real property and fee interests in real property with a fair market value of less than $1,500,000; (v) motor vehicles and any other assets subject to certificates of title; (vi) any governmental licenses or state or provincial or local franchises, charter charters and authorizationauthorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (vii) any Permitted Unperfected Account; (viii) any Intercompany Note made in favour of any Grantor by an Special Purpose Receivables Subsidiary with respect to the purchase price of Receivables from such Grantor in connection with a Permitted Receivables Financing; (ix) any Receivables Assets related to (including, without limitation, by being sold, pledged or financed pursuant to) a Permitted Receivables Financing; and (x) any other assets to the extent that the Administrative First Lien Collateral Agent shall reasonably agree that the cost of obtaining a security interest therein or perfection of a security interest thereof (including any material adverse tax consequences resulting therefrom) outweighs the benefit of the security interest to be afforded thereby; provided, however, that (x) Excluded Property shall not include proceeds, products, substitutions or replacements of Excluded Property and (y) any Excluded Property that at any time fails to satisfy the above criteria (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of Law, statute or regulation, or otherwise) shall no longer constitute Excluded Property for purposes hereof and shall automatically constitute a portion of the Collateral subject to the grant of security contained herein.
Appears in 1 contract
