Grant of Security Interest in the Collateral; Obligations Secured. (a) The Company hereby grants to the Agent for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) a security interest in and right of set-off against, and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) a continuing security interest in and right of set-off against, any and all right, title and interest, whether now owned or existing or hereafter created, acquired or arising, in and to all personal property of the Company including all of the following: (i) Accounts (including Health-Care-Insurance Receivables, if any); (ii) Chattel Paper; (iii) Instruments (including Promissory Notes); (iv) Documents; (v) General Intangibles (including Payment Intangibles and Software); (vi) Letter-of-Credit Rights; (vii) Supporting Obligations; (viii) Deposit Accounts; (ix) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (x) Inventory; (xi) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof); (xii) Fixtures; (xiii) All rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing; (xiv) All personal property and interests in personal property of the Company of any kind or description now held by the Lenders or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Lenders, or any agent or affiliate of the Lenders, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property; (xv) All supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Company to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers and cabinets in which the same are reflected or maintained; (xvi) All Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and (xvii) All Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof;
Appears in 1 contract
Grant of Security Interest in the Collateral; Obligations Secured. (a) The Company Each Debtor hereby grants to the Agent for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) Secured Creditors a lien on and security interest in in, and right of set-off against, and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) Secured Creditors a continuing lien on and security interest in in, and right of set-off against, any and all right, title and interestinterest of such Debtor, whether now owned or existing or hereafter created, acquired or arising, in and to all personal property and fixtures of the Company such Debtor, including all of the following:
(ia) Accounts (including Health-Care-Insurance Receivables, if any);
(iib) Chattel Paper;
(iiic) Instruments (including Promissory Notes);
(ivd) Documents;
(ve) General Intangibles (including Payment Intangibles and Software);
(vif) Letter-of-Credit Rights;
(viig) Supporting Obligations;
(viiih) Deposit Accounts;
(ixi) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);
(xj) Inventory;
(xik) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof);
(xiil) Fixtures;
(xiiim) All Commercial Tort Claims (as described on Schedule E attached hereto or on one or more supplements to this Agreement);
(n) all rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing;
(xivo) All all personal property and interests in personal property of the Company such Debtor of any kind or description now held by the Lenders Agent or at any time hereafter transferred or delivered to, or coming into the possession, custody custody, or control of, the LendersAgent, or any agent or affiliate of the LendersAgent, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property;
(xvp) All all supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Company such Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers ledgers, and cabinets in which the same are reflected or maintained;
(xviq) All all Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and
(xviir) All all Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof;; (all of the foregoing being herein referred to as the “Collateral”); provided, however, that: (i) no lien is granted on any asset subject to a lien permitted by clause (e), (i), (j), (k) or (l) (as to liens on fixed assets only) or (m) or (n) (insofar as (n) relates to the extension, renewal or replacement of a lien permitted by subsections of Section 7.11 of the Credit Agreement identified in this clause) or (o) of the Credit Agreement, (ii) no lien is granted on the capital stock of any Unrestricted Subsidiary or on the capital stock or assets of any Designated Foreign Restricted Subsidiary; (iii) no lien is granted on real property unless and until the Required Lenders so require; (iv) no lien is granted on any contract, license, permit or franchise that validly prohibits the creation, attachment, or perfection of a security interest in favor of the Agent in such contract, license, permit or franchise (or in any rights or property obtained by such Debtor under such contract, license, permit or franchise); (v) no lien is granted on any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; (vi) no lien is granted on any rights or property to the extent that such rights or property secure purchase money financing therefor permitted by the Credit Agreement, Term Loan Agreement, and the agreements providing such purchase money financing prohibit the creation of a further security interest therein; (vii) liens granted may be subject and subordinate to liens permitted by clauses (a), (b), (c), (e), (f), (g), (h), (j), (k), (n), (o), (p) and (q) of Sections 7.11 of the Credit Agreement and Term Loan Agreement; (viii) liens need not be perfected on notes receivable having a fair value of less than $1,000,000 in any instance and $5,000,000 in the aggregate or on bonds or notes of the City of New York pledged to the City of New York in lieu of retainage; and (ix) liens need not be perfected by possession or control (but may be perfected by the filing of a financing statement) on equity securities (other than capital stock of Restricted Subsidiaries required to be pledged by the other provisions of the Credit Agreement and Term Loan Agreement) having a fair value of less than $1,000,000 in any instance and $5,000,000 in the aggregate; but, provided further, that (A) notwithstanding anything set forth above to the contrary, to the extent not prohibited by law, the Agent has and shall at all times have a security interest in all rights to payments of money due or to become due under any such contract, contract right, or similar general intangible and all other proceeds thereof and (B) if and when the prohibition which prevents the granting of a security interest in any such Property is removed, terminated or otherwise becomes unenforceable as a matter of law, the Agent will be deemed to have, and at all times to have had, a security interest in such Property and the Collateral will be deemed to include, and at all times to have included, such Property. All terms which are used herein which are defined in the Uniform Commercial Code of the State of Illinois as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term “Receivables” means all rights to the payment of a monetary obligation, whether or not earned by performance, and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible or otherwise.
(b) This Agreement is made and given to secure, and shall secure, the payment and performance of: (i) each of (A) any and all indebtedness, obligations and liabilities of the Borrowers to the Secured Creditors, or any of them individually, evidenced by or otherwise arising out of or relating to the Credit Agreement, the Term Loan Agreement or any promissory note of any Borrower heretofore or hereafter issued under the Credit Agreement or the Term Loan Agreement; (B) any and all obligations of the Revolver Borrowers, or any of them individually, to reimburse the Revolver Agent or any Revolver Lender with respect to any letter of credit or banker’s acceptance issued to or for the account of the Revolver Borrowers, or any of them individually, under the Credit Agreement; (C) any and all obligations of the Borrowers, or any of them individually, to the Secured Creditors, or any of them individually, with respect to Hedging Liability; and (D) any and all liabilities of the Borrowers or the Debtors, or any of them individually, arising out of any guaranty issued by the Borrowers or the Debtors, or any of them individually, relating to the foregoing or any part thereof, as well as for any and all other indebtedness, obligations and liabilities of the Borrowers and the Debtors, or any of them individually, to the Agent or the Secured Creditors, or any of them individually, evidenced by or otherwise arising out of or relating to this Agreement, the Guaranties or any other Loan Document; in each case, whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, and owing in any currency; and (ii) any and all expenses and charges, legal or otherwise, suffered or incurred by the Agent or the Secured Creditors, or any of them individually, in collecting or enforcing any of such indebtedness, obligations or liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted to the Agent in the Collateral hereby (all of the foregoing being hereinafter referred to as the “Obligations”). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Debtor under this Agreement shall not exceed $1 less than the lowest amount which would render such Debtor’s obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 1 contract
Samples: Security Agreement (Emcor Group Inc)
Grant of Security Interest in the Collateral; Obligations Secured. (a) The Company As collateral security for the Obligations defined below, each Debtor hereby grants to the Agent for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) Secured Creditors a lien on and security interest in in, and right of set-off set‑off against, and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) Secured Creditors a continuing lien on and security interest in in, and right of set-off set‑off against, any and all right, title title, and interestinterest of each Debtor, wherever located and whether now owned or existing or hereafter created, acquired or arising, in and to all personal property of the Company including all of the following:
(i) Accounts (including Health-Care-Insurance Health‑Care‑Insurance Receivables, if any);
(ii) Chattel Paper;
(iii) Instruments (including Promissory Notes);
(iv) Documents;
(v) General Intangibles (including Payment Intangibles and Software, patents, trademarks, tradestyles, copyrights, and all other intellectual property rights, including all applications, registration, and licenses therefor, and all goodwill of the business connected therewith or represented thereby);
(vi) Letter-of-Credit Letter‑of‑Credit Rights;
(vii) Supporting Obligations;
(viii) Deposit Accounts;
(ix) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);
(x) Inventory;
(xi) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof);
(xii) Fixtures;
(xiii) All rights Commercial Tort Claims (as described on Schedule E hereto or on one or more supplements to this Agreement);
(xiv) Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing;
(xivxv) All Monies, personal property property, and interests in personal property of the Company such Debtor of any kind or description now held by the Lenders any Secured Creditor or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Lendersany Secured Creditor, or any agent or affiliate of the Lendersany Secured Creditor, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property;
(xvxvi) All supporting Supporting evidence and documents relating to any of the above-described above‑described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Company such Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers ledgers, and cabinets in which the same are reflected or maintained;
(xvixvii) All Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and
(xviixviii) All Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof; (all of the foregoing being herein referred to as the “Collateral”); provided, however, that:
(A) no lien is granted on any asset subject to a lien permitted by clause (e), (i), (l) (as to liens on fixed assets only) or (m) of Section 7.11 of the Credit Agreement,
(B) no lien is granted on the capital stock of any Unrestricted Subsidiary or on the capital stock or assets of any designated Foreign Restricted Subsidiary identified on Schedule 5.2 of the Credit Agreement or on any Excess Stock Collateral;
(C) no lien is granted on any contract, license, permit or franchise that validly prohibits the creation, attachment, or perfection of a security interest in favor of the Agent in such contract, license, permit or franchise (or in any rights or property obtained by such Debtor under such contract, license, permit or franchise);
(D) no lien is granted on any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein;
(E) no lien is granted on any rights or property to the extent that such rights or property secure purchase money financing therefor permitted by the Credit Agreement and the agreements providing such purchase money financing prohibit the creation of a further security interest therein;
(F) liens granted may be subject and subordinate to liens permitted by Section 7.11 of the Credit Agreement;
(G) liens need not be perfected by possession or control (but may be perfected by the filing of a financing statement) on (A) notes receivable having a fair value of less than $5,000,000 in any instance and $40,000,000 in the aggregate, (B) bonds or notes of the City of New York pledged to the City of New York in lieu of retainage, or (C) equity securities (other than capital stock of Restricted Subsidiaries required to be pledged by the -4- other provisions of the Credit Agreement) having a fair value of less than $5,000,000 in any instance and $40,000,000 in the aggregate;
(H) liens on (a) any contract (or modification thereof) (a “Contract”) to which any Debtor is a party (“Contractor”), the performance of which is guaranteed by any bond, undertaking, instrument of guarantee or any continuation, extension, alteration, renewal or substitution thereof, executed by any bonding company of a Contractor; (b) any subcontract or purchase order and against any legal entity and its bonding company which has contracted with a Contractor to furnish labor, materials, equipment, and supplies in connection with any Contract; (c) monies, Contract balances, due or to become due any Contractor on any Contract, including all monies earned or unearned which are unpaid at the time of notification by a bonding company to the obligee of the bonding company’s rights under any agreement of indemnity with a Contractor; (d) any actions, causes of action, claims or demands whatsoever which a Contractor may have or acquire against any party to a Contract or arising out of or in connection with any Contract, including but not limited to those against obligees and design professionals any bonding company or bonding companies of any obligee; (e) any and all rights, title, interest in, or use of any patent, copyright or trade secret which is or may be necessary for the completion of any bonded work; (f) all monies due or to become due to a Contractor on any policy of insurance relating to any claims arising out of the performance of any Contract or to premium refunds, including, but not limited to, builders risk, fire, employee dishonesty or workers’ compensation policies; (g) all supplies, tools, plants, material, inventory, and equipment (whether completely manufactured or not), wherever located, which have been or hereafter may be purchased, used, or acquired for use, entirely or partly, in connection with or to be incorporated into the matter that is the subject of any Contract; and (h) all amounts that may be owing from time to time by a bonding company to a Contractor or any Debtor in any capacity including, without limitation, any balance or share belonging to such Contractor or Guarantor or any deposit or other account with a bonding company, may be subject to prior liens in favor of bonding companies to secure obligations in connection with such payment and performance bonds;
(I) liens on deposit accounts, securities accounts and commodity accounts maintained by the Debtors need not be perfected by entering into a control agreement or otherwise; provided further, that (x) notwithstanding anything set forth above to the contrary, to the extent not prohibited by law, the Agent has and shall at all times have a security interest in all rights to payments of money due or to become due under any such contract, contract right, or similar general intangible and all other proceeds thereof and (y) if and when the prohibition which prevents the granting of a security interest in any such Property is removed, terminated or otherwise becomes unenforceable as a matter of law, the Agent will be deemed to have, and at all times to have had, a security interest in such Property and the Collateral will be deemed to include, and at all times to have included, such Property. Notwithstanding anything to the contrary contained herein, the requirement of the Debtors to grant any liens or security interests shall remain subject in all respects to the provisions of Section 4.1 of the Credit Agreement. All terms which are used herein which are defined in the Uniform Commercial Code of the State of New York as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term “Receivables” means all rights to the payment of a monetary obligation, whether or not earned by performance, and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible, or otherwise.
(b) This Agreement is made and given to secure, and shall secure, the prompt payment and performance of (i) all “Obligations,” and all “Hedging Liability,” as such terms are defined in the Credit Agreement, including, without limitation, all obligations with respect to Loans made and to be made under the Credit Agreement (whether or not evidenced by Notes issued thereunder), all obligations of the Borrowers, or any of them individually, to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrowers, or any of them individually, under all Applications for Letters of Credit, all other obligations of the Borrowers and the other Debtors under the Loan Documents, all obligations of the Debtors, and of any of them individually, with respect to any Hedging Liability and the agreements relating thereto, and all obligations of the Debtors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest, costs, fees, and charges after the entry of an order for relief against a Debtor in a case under Title 11 of the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against such Debtor in such proceeding), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, and owing in any currency and (ii) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations, and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses, and charges described above being hereinafter referred to as the “Obligations”). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Debtor under this Agreement (other than the Company to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount that would render such Debtor’s obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 1 contract
Grant of Security Interest in the Collateral; Obligations Secured. (a) The Company Each Debtor hereby grants to the Agent for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) Secured Creditors a lien on and security interest in in, and right of set-off against, and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) Secured Creditors a continuing lien on and security interest in in, and right of set-off against, any and all right, title and interestinterest of each Debtor, whether now owned or existing or hereafter created, acquired or arising, in and to all personal property and fixtures of the Company each Debtor, including all of the following:
(ia) Accounts (including Health-Care-Insurance Receivables, if any)Accounts;
(iib) Chattel Paper;
(iiic) Instruments (including Promissory Notes);
(ivd) Documents;
(ve) General Intangibles (including Payment Intangibles Intangibles, Software, patents, trademarks, copyrights and Softwareother intellectual property rights, and all application and registrations therefor, and tax refunds);
(vif) Letter-of-Credit Rights;
(viig) Supporting Obligations;
(viiih) Deposit Accounts;
(ixi) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);
(xj) Inventory;
(xik) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof);
(xiil) Fixtures;
(xiiim) Commercial Tort Claims (as described on SCHEDULE F hereto or on one or more supplements to this Agreement);
(n) All rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing;
(xivo) All personal property and interests in personal property of the Company such Debtor of any kind or description now held by the Lenders any Secured Creditor or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Lendersany Secured Creditor, or any agent or affiliate of the Lendersany Secured Creditor, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property;
(xvp) All supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Company such Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers ledgers, and cabinets in which the same are reflected or maintained;
(xviq) All Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and
(xviir) All Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof; all of the foregoing being herein sometimes referred to as the "COLLATERAL;" PROVIDED THAT, notwithstanding the foregoing, the Collateral as defined herein shall not include:
(a) any general intangible or other right arising under any contract, instrument, license or other document to the extent that the grant of a security interest would (x) result in a breach of the terms of, or constitute a default under, such contract, instrument, license or other document (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407 or 9-408 or any successor provision of the Uniform Commercial Code of the relevant jurisdiction or any other applicable law) unless and until any required consent shall have been obtained (PROVIDED that each Debtor agrees, upon the written request of Agent, to use commercially reasonable efforts to obtain any such required consent) or (y) give any other party to such contract, instrument, license or other document the right to terminate its obligations thereunder pursuant to a valid and enforceable provision (PROVIDED that each Debtor agrees, upon the written request of Agent, to use commercially reasonable efforts to obtain the waiver of each such right);
(b) tangible personal property subject to a lien permitted by Section 8.8(e) or Section 8.8(h) of the Credit Agreement to the extent the granting of a Lien thereon is prohibited by the terms of the permitted indebtedness secured thereby; and
(c) Investment Property and General Intangibles consisting of equity interests issued by a Subsidiary of any Debtor, which instead shall be governed by and subject to the terms and conditions and, in the case of the percentage of equity interests of a Foreign Subsidiary subject to the Agent's lien, the limitations of the Pledge Agreement. All terms which are used herein which are defined in the Uniform Commercial Code of the State of Illinois as in effect from time to time ("UCC") shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term "RECEIVABLES" means all rights to the payment of a monetary obligation, whether or not earned by performance, and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible, or otherwise. Notwithstanding anything in this Agreement to the contrary, (a) this Agreement shall not operate as a sale, transfer, conveyance or other assignment to the Agent of any applications by a Debtor for a trademark based on an intent to use the same if and so long as such application is pending and not matured into a registered trademark (such pending, applications which are based on intent to use being hereinafter referred to collectively as "INTENT-TO-USE APPLICATIONS"), but rather, if and so long as such Debtor's Intent-To-Use Application is pending, this Agreement shall operate only to create a security interest for collateral purposes in favor of the Agent for the benefit of the Secured Creditors, on such Intent-To-Use Application as collateral security for the Secured Obligations and (b) the lien of this Agreement on any Collateral sold or otherwise disposed of to the extent permitted by Section 3(f) hereof shall be released by the Agent (acting on behalf of the Secured Creditors) upon the written request of the Borrower, if (A) at the time of such sale or other disposition and immediately after giving effect thereto, no Default or Event of Default shall occur or be continuing and (B) the proceeds of such sale or other disposition are paid to the Agent for application in reduction of the Secured Obligations if and to the extent required by the Credit Agreement. The Agent shall, at the Borrower's expense, execute and deliver such instruments (including UCC termination statements) as the Borrower may from time to time reasonably request to confirm or evidence such release made pursuant to the immediately preceding sentence.
Appears in 1 contract
Grant of Security Interest in the Collateral; Obligations Secured. (a) The Company Grantor hereby grants to the Agent for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) United States a lien on and security interest in and right of set-off againstin, and acknowledges and agrees that the Agent United States has and shall continue to have for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) a continuing lien on and security interest in and right of set-off againstin, any and all right, title and interestinterest of Grantor, whether now owned or existing or hereafter created, acquired or arising, in and to all personal property assets of Grantor (the Company "Secured Assets"), including all of the following:
(i1) Accounts accounts;
(2) chattel paper;
(3) instruments (including Health-Care-Insurance Receivables, if anypromissory notes);
(ii4) Chattel Paperdocuments;
(iii5) Instruments general intangibles (including Promissory Notespayment intangibles, software and intellectual property);
(iv6) Documents;
(v) General Intangibles (including Payment Intangibles and Software);
(vi) Letterletter-of-Credit credit Rights;
(vii7) Supporting Obligationssupporting obligations;
(viii) Deposit Accounts8) deposit accounts;
(ix9) Investment Property investment property (including certificated and uncertificated Securitiessecurities, Securities Accountssecurities accounts, Security Entitlementssecurity entitlements, Commodity Accountscommodity accounts, and Commodity Contractscommodity contracts);
(x10) Inventoryinventory;
(xi11) Equipment real property;
(12) equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof);
(xii13) Fixturesfixtures;
(xiii14) All rights to merchandise and other Goods goods (including rights to returned or repossessed Goods goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing;
(xiv15) All personal property and interests in personal property of the Company Grantor of any kind or description now held by the Lenders or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Lenders, or any agent or affiliate of the Lenders, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property;
(xv16) All supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Company Grantor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers ledgers, and cabinets in which the same are reflected or maintained;
(xvi17) All Accessions accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and
(xvii18) All Proceeds proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof;; all of the foregoing being herein sometimes referred to as the "Collateral", provided that "Collateral" shall not include any general intangible, intellectual property or investment property to the extent the grant by Grantor of a security interest pursuant to this Agreement in its rights under such general intangible, investment property or intellectual property, as the case may be, is
Appears in 1 contract
Grant of Security Interest in the Collateral; Obligations Secured. (a) The Company Each Debtor hereby grants to the Agent for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) Secured Creditors a lien on and security interest in in, and right of set-off against, and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) Secured Creditors a continuing lien on and security interest in in, and right of set-off against, any and all right, title and interestinterest of such Debtor, wherever located and whether now owned or existing or hereafter created, acquired or arising, in and to all personal property and fixtures of the Company such Debtor, including all of the following:
(ia) Accounts (including Health-Care-Insurance Receivables, if any);
(iib) Chattel Paper;
(iiic) Instruments (including Promissory Notes);
(ivd) Documents;
(ve) General Intangibles (including Payment Intangibles and Software);
(vif) Letter-of-Credit Rights;
(viig) Supporting Obligations;
(viiih) Deposit Accounts;
(ixi) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);
(xj) Inventory;
(xik) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof);
(xiil) Fixtures;
(xiiim) All Commercial Tort Claims (as described on Schedule F attached hereto or on one or more supplements to this Agreement);
(n) all rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing;
(xivo) All monies, personal property and interests in personal property of the Company such Debtor of any kind or description now held by the Lenders Agent or at any time hereafter transferred or delivered to, or coming into the possession, custody custody, or control of, the LendersAgent, or any agent or affiliate of the LendersAgent, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property;
(xvp) All all supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Company such Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers ledgers, and cabinets in which the same are reflected or maintained;
(xviq) All all Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and
(xviir) All all Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof; (all of the foregoing being herein referred to as the “Collateral”); provided, however, that:
(i) no lien is granted on any asset subject to a lien permitted by clause (e), (i), (l), (l) (as to liens on fixed assets only) or (m) of Section 7.11 of the Credit Agreement,
(ii) no lien is granted on the capital stock of any Unrestricted Subsidiary or on the capital stock or assets of any Designated Foreign Restricted Subsidiary;
(iii) no lien is granted on real property unless and until the Required Lenders so require;
(iv) no lien is granted on any contract, license, permit or franchise that validly prohibits the creation, attachment, or perfection of a security interest in favor of the Agent in such contract, license, permit or franchise (or in any rights or property obtained by such Debtor under such contract, license, permit or franchise);
(v) no lien is granted on any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein;
(vi) no lien is granted on any rights or property to the extent that such rights or property secure purchase money financing therefor permitted by the Credit Agreement and the agreements providing such purchase money financing prohibit the creation of a further security interest therein;
(vii) liens granted may be subject and subordinate to liens permitted by clauses (a), (b), (c), (e), (f), (g), (h), (j), (k), (n) and (o) of Section 7.11 of the Credit Agreement;
(viii) liens need not be perfected by possession or control (but may be perfected by the filing of a financing statement) on notes receivable having a fair value of less than $2,000,000 in any instance and $10,000,000 in the aggregate or on bonds or notes of the City of New York pledged to the City of New York in lieu of retainage; and
(ix) liens need not be perfected by possession or control (but may be perfected by the filing of a financing statement) on equity securities (other than capital stock of Restricted Subsidiaries required to be pledged by the other provisions of the Credit Agreement) having a fair value of less than $1,000,000 in any instance and $5,000,000 in the aggregate; provided further, that (A) notwithstanding anything set forth above to the contrary, to the extent not prohibited by law, the Agent has and shall at all times have a security interest in all rights to payments of money due or to become due under any such contract, contract right, or similar general intangible and all other proceeds thereof and (B) if and when the prohibition which prevents the granting of a security interest in any such Property is removed, terminated or otherwise becomes unenforceable as a matter of law, the Agent will be deemed to have, and at all times to have had, a security interest in such Property and the Collateral will be deemed to include, and at all times to have included, such Property. All terms which are used herein which are defined in the Uniform Commercial Code of the State of Illinois as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term “Receivables” means all rights to the payment of a monetary obligation, whether or not earned by performance, and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible or otherwise.
(b) This Agreement is made and given to secure, and shall secure, the payment and performance of: (i) each of (A) any and all indebtedness, obligations and liabilities of the Borrowers to the Secured Creditors, or any of them individually, evidenced by or otherwise arising out of or relating to the Credit Agreement, or any promissory note of any Borrower that may be issued from time to time under the Credit Agreement; (B) any and all obligations of the Borrowers, or any of them individually, to reimburse the Agent or any Lender with respect to any letter of credit or banker’s acceptance issued to or for the account of the Borrowers, or any of them individually, under the Credit Agreement; (C) any and all obligations of the Borrowers, or any of them individually, to the Secured Creditors, or any of them individually, with respect to Hedging Liability; and (D) any and all liabilities of the Borrowers or the Debtors, or any of them individually, arising out of any guaranty issued by the Borrowers or the Debtors, or any of them individually, relating to the foregoing or any part thereof, as well as for any and all other indebtedness, obligations and liabilities of the Borrowers and the Debtors, or any of them individually, to the Agent or the Secured Creditors, or any of them individually, evidenced by or otherwise arising out of or relating to this Agreement, any Guarantee or any other Loan Document; in each case, whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, and owing in any currency; and (ii) any and all expenses and charges, legal or otherwise, suffered or incurred by the Agent or the Secured Creditors, or any of them individually, in collecting or enforcing any of such indebtedness, obligations or liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted to the Agent in the Collateral hereby (all of the foregoing being hereinafter referred to as the “Obligations”). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Debtor under this Agreement shall not exceed $1 less than the lowest amount which would render such Debtor’s obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 1 contract
Samples: Security Agreement (Emcor Group Inc)
Grant of Security Interest in the Collateral; Obligations Secured. (a) The Company As collateral security for the Obligations defined below, each Debtor hereby grants to the Agent for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) Secured Creditors a lien on and security interest in in, and right of set-off set‑off against, and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) Secured Creditors a continuing lien on and security interest in in, and right of set-off set‑off against, any and all right, title title, and interestinterest of each Debtor, wherever located and whether now owned or existing or hereafter created, acquired or arising, in and to all personal property of the Company including all of the following:
(i) Accounts (including Health-Care-Insurance Health‑Care‑Insurance Receivables, if any);
(ii) Chattel Paper;
(iii) Instruments (including Promissory Notes);
(iv) Documents;
(v) General Intangibles (including Payment Intangibles and Software, patents, trademarks, tradestyles, copyrights, and all other intellectual property rights, including all applications, registration, and licenses therefor, and all goodwill of the business connected therewith or represented thereby);
(vi) Letter-of-Credit Letter‑of‑Credit Rights;
(vii) Supporting Obligations;
(viii) Deposit Accounts;
(ix) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);
(x) Inventory;
(xi) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof);
(xii) Fixtures;
(xiii) All rights Commercial Tort Claims (as described on Schedule F hereto or on one or more supplements to this Agreement);
(xiv) Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing;
(xivxv) All Monies, personal property property, and interests in personal property of the Company such Debtor of any kind or description now held by the Lenders any Secured Creditor or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Lendersany Secured Creditor, or any agent or affiliate of the Lendersany Secured Creditor, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property;
(xvxvi) All supporting Supporting evidence and documents relating to any of the above-described above‑described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Company such Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance - 3 - certificates and the like, together with all books of account, ledgers ledgers, and cabinets in which the same are reflected or maintained;
(xvixvii) All Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and
(xviixviii) All Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof; (all of the foregoing being herein referred to as the “Collateral”); provided, however, that:
(A) no lien is granted on any asset subject to a lien permitted by clause (e), (i), (l) (as to liens on fixed assets only) or (m) of Section 7.11 of the Credit Agreement,
(B) no lien is granted on the capital stock of any Unrestricted Subsidiary or on the capital stock or assets of any designated Foreign Restricted Subsidiary identified on Schedule 5.2 of the Credit Agreement;
(C) no lien is granted on any contract, license, permit or franchise that validly prohibits the creation, attachment, or perfection of a security interest in favor of the Agent in such contract, license, permit or franchise (or in any rights or property obtained by such Debtor under such contract, license, permit or franchise);
(D) no lien is granted on any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein;
(E) no lien is granted on any rights or property to the extent that such rights or property secure purchase money financing therefor permitted by the Credit Agreement and the agreements providing such purchase money financing prohibit the creation of a further security interest therein;
(F) liens granted may be subject and subordinate to liens permitted by clauses (a), (b), (c), (e), (f), (g), (h), (j), (k) and (n) of Section 7.11 of the Credit Agreement;
(G) liens need not be perfected by possession or control (but may be perfected by the filing of a financing statement) on notes receivable having a fair value of less than $2,000,000 in any instance and $10,000,000 in the aggregate or on bonds or notes of the City of New York pledged to the City of New York in lieu of retainage; and
(H) liens need not be perfected by possession or control (but may be perfected by the filing of a financing statement) on equity securities (other than capital stock of Restricted Subsidiaries required to be pledged by the other provisions of the Credit Agreement) having a fair value of less than $1,000,000 in any instance and $5,000,000 in the aggregate; provided further, that (x) notwithstanding anything set forth above to the contrary, to the extent not prohibited by law, the Agent has and shall at all times have a security interest in all rights to payments of money due or to become due under any such contract, contract right, or similar general intangible and all other proceeds thereof and (y) if and when the prohibition which prevents the granting of a security interest in any such Property is removed, terminated or otherwise becomes unenforceable as a matter of law, the Agent will be deemed to have, and at all times to have had, a security interest in such Property and the Collateral will be deemed to include, and at all times to have included, such Property. Notwithstanding anything to the contrary contained herein, the requirement of the Debtors to grant any liens or security interests shall remain subject in all respects to the provisions of Section 4.1 of the Credit Agreement. All terms which are used herein which are defined in the Uniform Commercial Code of the State of Illinois as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term “Receivables” means all rights to the payment of a monetary obligation, whether or not earned by performance, and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible, or otherwise.
(b) This Agreement is made and given to secure, and shall secure, the prompt payment and performance of (i) all “Obligations,” and all “Hedging Liability,” as such terms are defined in the Credit Agreement, including, without limitation, all obligations with respect to Loans made and to be made under the Credit Agreement (whether or not evidenced by Notes issued thereunder), all obligations of the Borrowers, or any of them individually, to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrowers, or any of them individually, under all Applications for Letters of Credit, all other obligations of the Borrowers and the other Debtors under the Loan Documents, all obligations of the Debtors, and of any of them individually, with respect to any Hedging Liability and the agreements relating thereto, and all obligations of the Debtors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest, costs, fees, and charges after the entry of an order for relief against a Debtor in a case under Title 11 of the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against such Debtor in such proceeding), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, and owing in any currency and (ii) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations, and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses, and charges described above being hereinafter referred to as the “Obligations”). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Debtor under this Agreement (other than the Company to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount that would render such Debtor’s obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 1 contract
Samples: Security Agreement (Emcor Group Inc)
Grant of Security Interest in the Collateral; Obligations Secured. (a) The Company As collateral security for the Obligations defined below, each Debtor hereby grants to the Agent for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) Secured Creditors a lien on and security interest in in, and right of set-off set‑off against, and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Lenders (and, in the case of Hedging Liability, their affiliates) Secured Creditors a continuing lien on and security interest in in, and right of set-off set‑off against, any and all right, title title, and interestinterest of each Debtor, wherever located and whether now owned or existing or hereafter created, acquired or arising, in and to all personal property of the Company including all of the following:
(i) Accounts (including Health-Care-Insurance Health‑Care‑Insurance Receivables, if any);
(ii) Chattel Paper;
(iii) Instruments (including Promissory Notes);
(iv) Documents;
(v) General Intangibles (including Payment Intangibles and Software, patents, trademarks, tradestyles, copyrights, and all other intellectual property rights, including all applications, registration, and licenses therefor, and all goodwill of the business connected therewith or represented thereby);
(vi) Letter-of-Credit Letter‑of‑Credit Rights;
(vii) Supporting Obligations;
(viii) Deposit Accounts;
(ix) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);
(x) Inventory;
(xi) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof);
(xii) Fixtures;
(xiii) All rights Commercial Tort Claims (as described on Schedule E hereto or on one or more supplements to this Agreement);
(xiv) Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing;
(xivxv) All Monies, personal property property, and interests in personal property of the Company such Debtor of any kind or description now held by the Lenders any Secured Creditor or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Lendersany Secured Creditor, or any agent or affiliate of the Lendersany Secured Creditor, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property;
(xvxvi) All supporting Supporting evidence and documents relating to any of the above-described above‑described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Company such Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance -3- certificates and the like, together with all books of account, ledgers ledgers, and cabinets in which the same are reflected or maintained;
(xvixvii) All Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and
(xviixviii) All Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof; (all of the foregoing being herein referred to as the “Collateral”); provided, however, that:
(A) no lien is granted on any asset subject to a lien permitted by clause (e), (i), (l) (as to liens on fixed assets only) or (m) of Section 7.11 of the Credit Agreement,
(B) no lien is granted on the capital stock of any Unrestricted Subsidiary or on the capital stock or assets of any designated Foreign Restricted Subsidiary identified on Schedule 5.2 of the Credit Agreement or on any Excess Stock Collateral;
(C) no lien is granted on any contract, license, permit or franchise that validly prohibits the creation, attachment, or perfection of a security interest in favor of the Agent in such contract, license, permit or franchise (or in any rights or property obtained by such Debtor under such contract, license, permit or franchise);
(D) no lien is granted on any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein;
(E) no lien is granted on any rights or property to the extent that such rights or property secure purchase money financing therefor permitted by the Credit Agreement and the agreements providing such purchase money financing prohibit the creation of a further security interest therein;
(F) liens granted may be subject and subordinate to liens permitted by Section 7.11 of the Credit Agreement;
(G) liens need not be perfected by possession or control (but may be perfected by the filing of a financing statement) on (A) notes receivable having a fair value of less than $2,000,000 in any instance and $10,000,000 in the aggregate, (B) bonds or notes of the City of New York pledged to the City of New York in lieu of retainage, or (C) equity securities (other than capital stock of Restricted Subsidiaries required to be pledged by the other provisions of the Credit Agreement) having a fair value of less than $1,000,000 in any instance and $5,000,000 in the aggregate;
(H) liens on (a) any contract (or modification thereof) (a “Contract”) to which any Debtor is a party (“Contractor”), the performance of which is guaranteed by any bond, undertaking, instrument of guarantee or any continuation, extension, alteration, renewal or substitution thereof, executed by any bonding company of a Contractor; (b) any subcontract or purchase order and against any legal entity and its bonding company which has contracted with a Contractor to furnish labor, materials, equipment, and supplies in connection with any Contract; (c) monies, Contract balances, due or to become due any Contractor on any Contract, including all monies earned or unearned which are unpaid at the time of notification by a bonding company to the obligee of the bonding company’s rights under any agreement of indemnity with a Contractor; (d) any actions, causes of action, claims or demands whatsoever which a Contractor may have or acquire against any party to a Contract or arising out of or in connection with any Contract, including but not limited to those against obligees and design professionals any bonding company or bonding companies of any obligee; (e) any and all rights, title, interest in, or use of any patent, copyright or trade secret which is or may be necessary for the completion of any bonded work; (f) all monies due or to become due to a Contractor on any policy of insurance relating to any claims arising out of the performance of any Contract or to premium refunds, including, but not limited to, builders risk, fire, employee dishonesty or workers’ compensation policies; (g) all supplies, tools, plants, material, inventory, and equipment (whether completely manufactured or not), wherever located, which have been or hereafter may be purchased, used, or acquired for use, entirely or partly, in connection with or to be incorporated into the matter that is the subject of any Contract; and (h) all amounts that may be owing from time to time by a bonding company to a Contractor or any Debtor in any capacity including, without limitation, any balance or share belonging to such Contractor or Guarantor or any deposit or other account with a bonding company, may be subject to prior liens in favor of bonding companies to secure obligations in connection with such payment and performance bonds;
(I) liens on deposit accounts, securities accounts and commodity accounts maintained by the Debtors need not be perfected by entering into a control agreement or otherwise; provided further, that (x) notwithstanding anything set forth above to the contrary, to the extent not prohibited by law, the Agent has and shall at all times have a security interest in all rights to payments of money due or to become due under any such contract, contract right, or similar general intangible and all other proceeds thereof and (y) if and when the prohibition which prevents the granting of a security interest in any such Property is removed, terminated or otherwise becomes unenforceable as a matter of law, the Agent will be deemed to have, and at all times to have had, a security interest in such Property and the Collateral will be deemed to include, and at all times to have included, such Property. Notwithstanding anything to the contrary contained herein, the requirement of the Debtors to grant any liens or security interests shall remain subject in all respects to the provisions of Section 4.1 of the Credit Agreement. All terms which are used herein which are defined in the Uniform Commercial Code of the State of New York as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement
Appears in 1 contract
Samples: Security Agreement (Emcor Group Inc)
