Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest in, to and under the following, whether now existing or hereafter acquired (the "Collateral"): (i) all Receivables; (ii) all Other Intangibles; (iii) all Equipment; (iv) all Inventory; (v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise; (vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor; (vii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and (viii) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party.
Appears in 9 contracts
Samples: Security Agreement (Hagler Bailly Inc), Security Agreement (Hagler Bailly Inc), Security Agreement (Hagler Bailly Inc)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor (a) Each Subsidiary Grantor hereby pledges, assigns, delivers, conveys and transfers grants to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such Subsidiary Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for, or in conversion of, any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(ii) all additional shares of stock and other Equity Interests of or in any Pledged Company from time to time acquired by such Subsidiary Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(iii) all books and records of such Grantor pertaining to the Security Collateral;
(iv) all supporting obligations, general intangibles and contract rights (including rights under limited liability company agreements, limited partnership agreements and any other organizational or constituent documents pursuant to which Pledged Equity has been issued or which sets out rights with respect thereto), warranties, indemnities or guaranties, in each case to the extent relating to, or payable in respect of, interests in the Security Collateral, and any tort claims (including all commercial tort claims) arising in connection with interests in the Security Collateral; and
(v) all proceeds of the foregoing Security Collateral.
(b) Each Subsidiary Grantor hereby grants to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a first priority and continuing security interest in and lien on, all of the Debtor's such Subsidiary Grantor’s right, title and interest inin and to the following (but excluding Excluded Subsidiary Grantor Assets), in each case, as to and under the followingeach type of property described below, whether now existing owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this Section 5.01(b) being, collectively, the "“Subsidiary Grantor Payment Collateral"”):
(i) all Receivablesaccounts and payment intangibles owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(ii) all Other Intangiblesinstruments owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(iii) all Equipment;chattel paper in respect of obligations payable to such Subsidiary Grantor with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any other Grantor; and
(iv) all Inventory;
(v) to proceeds of the extent not included in foregoing Subsidiary Grantor Payment Collateral. Notwithstanding the foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the Liens created under this Section 5.01(b) shall not encumber, (A) any (1) accounts owing to any Exempted Guarantor by the Company, (2) payment intangibles owing to any Exempted Guarantor by the Company, (3) instruments owing to any Exempted Guarantor by the Company or (4) chattel paper in respect of obligations payable to any Exempted Guarantor with respect to which the account debtor is the Company, or (B) any Excluded Payment Property of any Grantor (all securities of the property described in clause (whether certificated or uncertificatedA) and all financial assets(B) of this sentence being, collectively, the “Excluded Subsidiary Grantor Assets”).
(c) The Company hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Company’s right, title and interest in and to the following (but excluding Excluded Payment Property of the Company), in each case, as to each type of property described below, whether now existing owned or hereafter arisingacquired by the Company, including, without limitation, all capital stock issued by any Person and held by Debtorwherever located, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of or arising (all such property in which a security interest is granted under this Section 5.01(c) being, collectively, the Debtor “Company Payment Collateral”, and together with the Subsidiary Grantor Payment Collateral, the “Payment Collateral”):
(i) all accounts or payment intangibles owing to the Company by (A) any bank Pipeline Company Borrower or (B) any Grantor (other financial institution and all monies of the Debtor and all rights to payment of money of the Debtorthan any Grantor that is an Exempted Guarantor);
(viiii) all instruments owing to the extent not included Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than any Grantor that is an Exempted Guarantor);
(iii) all chattel paper in respect of obligations payable to the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights Company with respect to which the account debtor is (including computer and peripheral equipmentA) necessary any Pipeline Company Borrower or helpful in enforcing, identifying or establishing (B) any item of CollateralGrantor (other than any Grantor that is an Exempted Guarantor); and
(viiiiv) all proceeds of the foregoing Company Payment Collateral. Notwithstanding the foregoing, the Company Payment Collateral shall not include, and the Liens created under this Section 5.01(c) shall not encumber, any Excluded Payment Property of the Company.
(d) Each Grantor hereby grants to the extent not otherwise includedCollateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now owned or hereafter existing or arising (collectively, the “Account Collateral”):
(i) the Pledged Accounts, all Proceeds Pledged Financial Assets, all Pledged Security Entitlements and products all property, funds, interest, dividends, distributions, cash, instruments and other property from time to time carried in or credited to any Pledged Account or received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, whether existing and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Accounts;
(ii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments delivered (or required to be delivered) to or otherwise possessed by the Collateral Agent for or on behalf of such Grantor, including those received in substitution for or in addition to any or all of the date hereof Account Collateral;
(iii) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or arising hereafter; providedotherwise distributed in respect of or in exchange for any or all of the Account Collateral;
(iv) all books and records of such Grantor pertaining to any of the Account Collateral;
(v) all supporting obligations, howevergeneral intangibles, notwithstanding anything contract rights, warranties, indemnities and guaranties, in each case to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply extent relating to, or payable in respect of, the Account Collateral; and
(vi) all proceeds of the foregoing Account Collateral.
(e) Notwithstanding the foregoing provisions of this Section 5.01, none of the Security Collateral, the Subsidiary Grantor Payment Collateral, the Company Payment Collateral or the Account Collateral shall include any way limitdividends, Debtor's assignment, pledge distributions or encumbrance advances funded with the proceeds of Proceeds of all Federal Contracts to which it is a partyDebt issued in connection with the CIG/WIC Transaction.
Appears in 7 contracts
Samples: Security Agreement (El Paso CGP Co), Security Agreement (Southern Natural Gas Co), Security Agreement (El Paso Natural Gas Co)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Secured Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Parties, a first priority and continuing security interest in and a lien on, on all of the Debtor's right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter acquired (the "Collateral"):from time to time acquired:
(i) all Receivableseach and every Account;
(ii) all Other Intangiblescash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(ivx) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(vxvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, the extent not included in goodwill of the foregoingbusiness of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all securities (whether certificated or uncertificated) writings, plans, specifications and all financial assets, whether now existing or hereafter arising, including, without limitationschematics, all capital stock issued by any Person engineering drawings, customer lists, goodwill and held by Debtorlicenses, and all partnership interestsrecorded data of any kind or nature, whether in regardless of the nature medium of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiserecording;
(vixxii) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of CollateralSupporting Obligations; and
(viiixxiii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, whether existing on and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Assignors from time to time with respect to any of the date hereof foregoing (all of the above, the “Collateral”).
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or arising hereafter; providedwith respect to which any Assignor may obtain rights, however, notwithstanding at any time during the term of this Agreement. Notwithstanding anything to the contrary contained herein, the Debtor is term “Collateral” shall not assigninginclude, pledging or otherwise encumbering and the security interest granted under this Security Agreement its interests in shall not attach to any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyExcluded Asset.
Appears in 4 contracts
Samples: Security Agreement (CURO Group Holdings Corp.), Security Agreement (CURO Group Holdings Corp.), Revolving Loan Agreement (CURO Group Holdings Corp.)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor (a) Each Subsidiary Grantor hereby pledges, assigns, delivers, conveys and transfers grants to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such Subsidiary Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for, or in conversion of, any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(ii) all additional shares of stock and other Equity Interests of or in any Pledged Company from time to time acquired by such Subsidiary Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(iii) all books and records of such Grantor pertaining to the Security Collateral;
(iv) all supporting obligations and general intangibles (including rights under limited liability company agreements, limited partnership agreements and any other organizational or constituent documents pursuant to which Pledged Equity has been issued or which sets out rights with respect thereto), warranties, indemnities or guaranties, in each case to the extent relating to, or payable in respect of, interests in the Security Collateral, and any tort claims (including all commercial tort claims) arising in connection with interests in the Security Collateral; and
(v) all proceeds of the foregoing Security Collateral.
(b) Each Subsidiary Grantor hereby grants to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a first priority and continuing security interest in and lien on, all of the Debtor's such Subsidiary Grantor’s right, title and interest inin and to the following (but excluding Excluded Subsidiary Grantor Assets), in each case, as to and under the followingeach type of property described below, whether now existing owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this Section 5.01(b) being, collectively, the "“Subsidiary Grantor Payment Collateral"”):
(i) all Receivablesaccounts and payment intangibles owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(ii) all Other Intangiblesinstruments owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(iii) all Equipment;chattel paper in respect of obligations payable to such Subsidiary Grantor with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any other Grantor; and
(iv) all Inventory;
(v) to proceeds of the extent not included in foregoing Subsidiary Grantor Payment Collateral. Notwithstanding the foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the Liens created under this Section 2.01(b) shall not encumber, (A) any (1) accounts owing to the Exempted Guarantors by the Company, (2) payment intangibles owing to the Exempted Guarantors by the Company, (3) instruments owing to the Exempted Guarantors by the Company or (4) chattel paper in respect of obligations payable to the Exempted Guarantors with respect to which the account debtor is the Company, or (B) any Excluded Payment Property of any Grantor (all securities of the property described in clause (whether certificated or uncertificatedA) and all financial assets(B) of this sentence being, collectively, the “Excluded Subsidiary Grantor Assets”).
(c) The Company hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Company’s right, title and interest in and to the following (but excluding Excluded Payment Property of the Company), in each case, as to each type of property described below, whether now existing owned or hereafter arisingacquired by the Company, including, without limitation, all capital stock issued by any Person and held by Debtorwherever located, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of or arising (all such property in which a security interest is granted under this Section 5.01(c) being, collectively, the Debtor “Company Payment Collateral”, and together with the Subsidiary Grantor Payment Collateral, the “Payment Collateral”):
(i) all accounts or payment intangibles owing to the Company by (A) any bank Pipeline Company Borrower or (B) any Grantor (other financial institution and all monies of than the Debtor and all rights to payment of money of the DebtorExempted Guarantors);
(viiii) all instruments owing to the extent not included Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantors);
(iii) all chattel paper in respect of obligations payable to the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights Company with respect to which the account debtor is (including computer and peripheral equipmentA) necessary any Pipeline Company Borrower or helpful in enforcing, identifying or establishing (B) any item of CollateralGrantor (other than the Exempted Guarantors); and
(viiiiv) all proceeds of the foregoing Company Payment Collateral. Notwithstanding the foregoing, the Company Payment Collateral shall not include, and the Liens created under this Section 2.01(c) shall not encumber, any Excluded Payment Property of the Company.
(d) Each Grantor hereby grants to the extent not otherwise includedCollateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now owned or hereafter existing or arising (collectively, the “Account Collateral”):
(i) the Pledged Accounts, all Proceeds Pledged Financial Assets, all Pledged Security Entitlements and products all property, funds, interest, dividends, distributions, cash, instruments and other property from time to time carried in or credited to any Pledged Account or received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, whether existing and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Accounts;
(ii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments delivered (or required to be delivered) to or otherwise possessed by the Collateral Agent for or on behalf of such Grantor in connection with the date hereof Account Collateral, including those received in substitution for or arising hereafter; providedin addition to any or all of the Account Collateral;
(iii) all interest, howeverdividends, notwithstanding anything distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Account Collateral;
(iv) all books and records of such Grantor pertaining to any of the Account Collateral;
(v) all supporting obligations, general intangibles, contract rights, warranties, indemnities and guaranties, in each case to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply extent relating to, or payable in any way limitrespect of, Debtor's assignment, pledge or encumbrance the Account Collateral; and
(vi) all proceeds of Proceeds of all Federal Contracts to which it is a partythe foregoing Account Collateral.
Appears in 4 contracts
Samples: Credit Agreement (Tennessee Gas Pipeline Co), Security Agreement (El Paso Natural Gas Co), Credit Agreement (El Paso Corp/De)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor (a) Each Subsidiary Grantor hereby pledges, assigns, delivers, conveys and transfers grants to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such Subsidiary Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for, or in conversion of, any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(ii) all additional shares of stock and other Equity Interests of or in any Pledged Company from time to time acquired by such Subsidiary Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(iii) all books and records of such Grantor pertaining to the Security Collateral;
(iv) all supporting obligations, general intangibles and contract rights (including rights under limited liability company agreements, limited partnership agreements and any other organizational or constituent documents pursuant to which Pledged Equity has been issued or which sets out rights with respect thereto), warranties, indemnities or guaranties, in each case to the extent relating to, or payable in respect of, interests in the Security Collateral, and any tort claims (including all commercial tort claims) arising in connection with interests in the Security Collateral; and
(v) all proceeds of the foregoing Security Collateral.
(b) Each Subsidiary Grantor hereby grants to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a first priority and continuing security interest in and lien on, all of the Debtor's such Subsidiary Grantor’s right, title and interest inin and to the following (but excluding Excluded Subsidiary Grantor Assets), in each case, as to and under the followingeach type of property described below, whether now existing owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this Section 5.01(b) being, collectively, the "“Subsidiary Grantor Payment Collateral"”):
(i) all Receivablesaccounts and payment intangibles owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(ii) all Other Intangiblesinstruments owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(iii) all Equipment;chattel paper in respect of obligations payable to such Subsidiary Grantor with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any other Grantor; and
(iv) all Inventory;
(v) to proceeds of the extent not included in foregoing Subsidiary Grantor Payment Collateral. Notwithstanding the foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the Liens created under this Section 5.01(b) shall not encumber, (A) any (1) accounts owing to any Exempted Guarantor by the Company, (2) payment intangibles owing to any Exempted Guarantor by the Company, (3) instruments owing to any Exempted Guarantor by the Company or (4) chattel paper in respect of obligations payable to any Exempted Guarantor with respect to which the account debtor is the Company, or (B) any Excluded Payment Property of any Grantor (all securities of the property described in clause (whether certificated or uncertificatedA) and all financial assets(B) of this sentence being, collectively, the “Excluded Subsidiary Grantor Assets”).
(c) The Company hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Company’s right, title and interest in and to the following (but excluding Excluded Payment Property of the Company), in each case, as to each type of property described below, whether now existing owned or hereafter arisingacquired by the Company, including, without limitation, all capital stock issued by any Person and held by Debtorwherever located, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of or arising (all such property in which a security interest is granted under this Section 5.01(c) being, collectively, the Debtor “Company Payment Collateral”, and together with the Subsidiary Grantor Payment Collateral, the “Payment Collateral”):
(i) all accounts or payment intangibles owing to the Company by (A) any bank Pipeline Company Borrower or (B) any Grantor (other financial institution and all monies of the Debtor and all rights to payment of money of the Debtorthan any Grantor that is an Exempted Guarantor);
(viiii) all instruments owing to the extent not included Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than any Grantor that is an Exempted Guarantor);
(iii) all chattel paper in respect of obligations payable to the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights Company with respect to which the account debtor is (including computer and peripheral equipmentA) necessary any Pipeline Company Borrower or helpful in enforcing, identifying or establishing (B) any item of CollateralGrantor (other than any Grantor that is an Exempted Guarantor); and
(viiiiv) all proceeds of the foregoing Company Payment Collateral. Notwithstanding the foregoing, the Company Payment Collateral shall not include, and the Liens created under this Section 5.01(c) shall not encumber, any Excluded Payment Property of the Company.
(d) Each Grantor hereby grants to the extent not otherwise includedCollateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now owned or hereafter existing or arising (collectively, the “Account Collateral”):
(i) the Pledged Accounts, all Proceeds Pledged Financial Assets, all Pledged Security Entitlements and products all property, funds, interest, dividends, distributions, cash, instruments and other property from time to time carried in or credited to any Pledged Account or received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, whether existing and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Accounts;
(ii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments delivered (or required to be delivered) to or otherwise possessed by the Collateral Agent for or on behalf of such Grantor, including those received in substitution for or in addition to any or all of the date hereof Account Collateral;
(iii) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or arising hereafter; providedotherwise distributed in respect of or in exchange for any or all of the Account Collateral;
(iv) all books and records of such Grantor pertaining to any of the Account Collateral;
(v) all supporting obligations, howevergeneral intangibles, notwithstanding anything contract rights, warranties, indemnities and guaranties, in each case to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply extent relating to, or payable in any way limitrespect of, Debtor's assignment, pledge or encumbrance the Account Collateral; and
(vi) all proceeds of Proceeds of all Federal Contracts to which it is a partythe foregoing Account Collateral.
Appears in 3 contracts
Samples: Security Agreement (El Paso Natural Gas Co), Security Agreement (El Paso Corp/De), Security Agreement (Tennessee Gas Pipeline Co)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor The Grantor hereby pledges, assigns, delivers, conveys and transfers grants to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Parties, a first priority and continuing security interest in and lien on, all of the Debtor's Grantor’s right, title and interest in, in and to and under the following, whether following property now existing owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, in each case except to the "extent released in accordance with Section 8.15 and subject to the proviso to this Section 3.1, the “Collateral"):”), as collateral security for the payment or performance, as the case may be (whether at the stated maturity, by acceleration or otherwise), of the Secured Obligations:
(ia) all ReceivablesPledged Securities;
(iib) the certificates, if any, representing such Pledged Securities and all Other Intangiblesdividends, distributions, cash warrants, rights (including voting rights), options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Securities and any other warrant, right or option or other agreement to acquire any of the foregoing;
(iiic) all Equipment;
(iv) all Inventory;
(v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, all books, ledgers and records and all records, files, correspondence, computer programssoftware, computer printouts, tapes, discs, punch cards, disks and other electronic storage media and related data processing software, transaction files, master files software and related property and rights (including computer and peripheral equipment) similar items that at any time evidence or contain information pertaining to any of the Collateral or are otherwise necessary or helpful in enforcing, identifying the collection thereof or establishing any item of Collateralrealization thereupon; and
(viiid) to the extent not otherwise included, all Proceeds of any of the Collateral and products of any or and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, that notwithstanding anything to any of the contrary contained hereinother provisions set forth in this Section 3.1, the Debtor is security interest granted hereunder shall not assigningcover, pledging and the term “Collateral” shall not include (i) any Capital Stock or otherwise encumbering under this Security Agreement its interests assets owned by the Grantor other than the Pledged Securities and the rights and assets referred to in paragraphs (b), (c) and (d) above and (ii) any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyExcluded Collateral.
Appears in 3 contracts
Samples: Holdings Term Loan Guarantee and Pledge Agreement (Revlon Inc /De/), Holdings Term Loan Guarantee and Pledge Agreement (Revlon Inc /De/), Guarantee and Pledge Agreement (Revlon Inc /De/)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor Each Grantor hereby pledges, assigns, delivers, conveys and transfers grants to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Parties, a first priority and continuing security interest in and lien on, all of the Debtor's such Grantor’s right, title and interest in, in and to and under the following, whether following property now existing 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, in each case except to the "extent released in accordance with Section 8.15 and subject to the proviso to this Section 3.1, the “Collateral"):”), as collateral security for the payment or performance, as the case may be (whether at the stated maturity, by acceleration or otherwise), of the Secured Obligations:
(ia) all Accounts, including all Receivables;
(iib) all Other IntangiblesCash Equivalents and Deposit Accounts;
(iiic) all Chattel Paper;
(d) all Commercial Tort Claims described on Schedule 5 (as such schedule may be supplemented from time to time pursuant to Section 6.2(b) of the Credit Agreement);
(e) all Documents;
(f) all Equipment;
(ivg) all Fixtures;
(h) all General Intangibles, including contract rights;
(i) all Instruments, except to the extent constituting Pledged Notes (or which would constitute Pledged Notes but for the de minimis threshold contained in the definition thereof);
(j) all Intellectual Property (including all Copyright Licenses, Patent Licenses and Trademark Licenses);
(k) all Inventory;
(vl) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiseInvestment Property;
(vim) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the DebtorLetter-of-Credit Rights;
(viin) to the extent not included in the foregoing, all Money;
(o) all Pledged Securities;
(p) all other Goods;
(q) all books, ledgers and records and all records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer programssoftware, computer printouts, tapes, discs, punch cards, disks and other electronic storage media and related data processing software, transaction files, master files software and related property and rights (including computer and peripheral equipment) similar items that at any time evidence or contain information pertaining to any of the Collateral or are otherwise necessary or helpful in enforcing, identifying the collection thereof or establishing any item of Collateralrealization thereupon; and
(viiir) to the extent not otherwise included, all Proceeds Proceeds, products, accessions, rents and profits of any of the Collateral and products of any or and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, that notwithstanding anything to any of the contrary contained hereinother provisions set forth in this Section 3.1, the Debtor is security interest granted hereunder shall not assigningcover, pledging and the term “Collateral” shall not include, (i) Excluded Accounts or otherwise encumbering under this Security Agreement its interests in (ii) any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyExcluded Collateral.
Appears in 3 contracts
Samples: Term Loan Guarantee and Collateral Agreement (Revlon Inc /De/), Abl Guarantee and Collateral Agreement (Revlon Inc /De/), Term Loan Guarantee and Collateral Agreement (Revlon Inc /De/)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor (a) Each Subsidiary Grantor hereby pledges, assigns, delivers, conveys and transfers grants to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such Subsidiary Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for, or in conversion of, any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(ii) all additional shares of stock and other Equity Interests of or in any Pledged Company from time to time acquired by such Subsidiary Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(iii) all books and records of such Grantor pertaining to the Security Collateral;
(iv) all supporting obligations, general intangibles and contract rights (including rights under limited liability company agreements, limited partnership agreements and any other organizational or constituent documents pursuant to which Pledged Equity has been issued or which sets out rights with respect thereto), warranties, indemnities or guaranties, in each case to the extent relating to, or payable in respect of, interests in the Security Collateral, and any tort claims (including all commercial tort claims) arising in connection with interests in the Security Collateral; and
(v) all proceeds of the foregoing Security Collateral.
(b) Each Subsidiary Grantor hereby grants to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a first priority and continuing security interest in and lien on, all of the Debtor's such Subsidiary Grantor’s right, title and interest inin and to the following (but excluding Excluded Subsidiary Grantor Assets), in each case, as to and under the followingeach type of property described below, whether now existing owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this Section 5.01(b) being, collectively, the "“Subsidiary GrantorPayment Collateral"”):
(i) all Receivablesaccounts and payment intangibles owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(ii) all Other Intangiblesinstruments owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(iii) all Equipment;chattel paper in respect of obligations payable to such Subsidiary Grantor with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any other Grantor; and
(iv) all Inventory;
(v) to proceeds of the extent not included in foregoing Subsidiary Grantor Payment Collateral. Notwithstanding the foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the Liens created under this Section 5.01(b) shall not encumber, (A) any (1) accounts owing to the Exempted Guarantor by the Company, (2) payment intangibles owing to the Exempted Guarantor by the Company, (3) instruments owing to the Exempted Guarantor by the Company or (4) chattel paper in respect of obligations payable to the Exempted Guarantor with respect to which the account debtor is the Company, or (B) any Excluded Payment Property of any Grantor (all securities of the property described in clause (whether certificated or uncertificatedA) and all financial assets(B) of this sentence being, collectively, the “Excluded Subsidiary Grantor Assets”).
(c) The Company hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Company’s right, title and interest in and to the following (but excluding Excluded Payment Property of the Company), in each case, as to each type of property described below, whether now existing owned or hereafter arisingacquired by the Company, including, without limitation, all capital stock issued by any Person and held by Debtorwherever located, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of or arising (all such property in which a security interest is granted under this Section 5.01(c) being, collectively, the Debtor “Company Payment Collateral”, and together with the Subsidiary Grantor Payment Collateral, the “Payment Collateral”):
(i) all accounts or payment intangibles owing to the Company by (A) any bank Pipeline Company Borrower or (B) any Grantor (other financial institution and all monies of than the Debtor and all rights to payment of money of the DebtorExempted Guarantor);
(viiii) all instruments owing to the extent not included Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor);
(iii) all chattel paper in respect of obligations payable to the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights Company with respect to which the account debtor is (including computer and peripheral equipmentA) necessary any Pipeline Company Borrower or helpful in enforcing, identifying or establishing (B) any item of CollateralGrantor (other than the Exempted Guarantor); and
(viiiiv) all proceeds of the foregoing Company Payment Collateral. Notwithstanding the foregoing, the Company Payment Collateral shall not include, and the Liens created under this Section 5.01(c) shall not encumber, any Excluded Payment Property of the Company.
(d) Each Grantor hereby grants to the extent not otherwise includedCollateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now owned or hereafter existing or arising (collectively, the “Account Collateral”):
(i) the Pledged Accounts, all Proceeds Pledged Financial Assets, all Pledged Security Entitlements and products all property, funds, interest, dividends, distributions, cash, instruments and other property from time to time carried in or credited to any Pledged Account or received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, whether existing and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Accounts;
(ii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments delivered (or required to be delivered) to or otherwise possessed by the Collateral Agent for or on behalf of such Grantor in connection with the date hereof Account Collateral, including those received in substitution for or arising hereafter; providedin addition to any or all of the Account Collateral;
(iii) all interest, howeverdividends, notwithstanding anything distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Account Collateral;
(iv) all books and records of such Grantor pertaining to any of the Account Collateral;
(v) all supporting obligations, general intangibles, contract rights, warranties, indemnities and guaranties, in each case to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply extent relating to, or payable in any way limitrespect of, Debtor's assignment, pledge or encumbrance the Account Collateral; and
(vi) all proceeds of Proceeds of all Federal Contracts to which it is a partythe foregoing Account Collateral.
Appears in 3 contracts
Samples: Security Agreement (El Paso Natural Gas Co), Security Agreement (Tennessee Gas Pipeline Co), Security Agreement (El Paso Corp/De)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor (a) Each Subsidiary Grantor hereby pledges, assigns, delivers, conveys and transfers grants to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such Subsidiary Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for, or in conversion of, any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(ii) all additional shares of stock and other Equity Interests of or in any Pledged Company from time to time acquired by such Subsidiary Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(iii) all books and records of such Grantor pertaining to the Security Collateral;
(iv) all supporting obligations, general intangibles and contract rights (including rights under limited liability company agreements, limited partnership agreements and any other organizational or constituent documents pursuant to which Pledged Equity has been issued or which sets out rights with respect thereto), warranties, indemnities or guaranties, in each case to the extent relating to, or payable in respect of, interests in the Security Collateral, and any tort claims (including all commercial tort claims) arising in connection with interests in the Security Collateral; and
(v) all proceeds of the foregoing Security Collateral.
(b) Each Subsidiary Grantor hereby grants to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a first priority and continuing security interest in and lien on, all of the Debtor's such Subsidiary Grantor’s right, title and interest inin and to the following (but excluding Excluded Subsidiary Grantor Assets), in each case, as to and under the followingeach type of property described below, whether now existing owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this Section 5.01(b) being, collectively, the "“Subsidiary Grantor Payment Collateral"”):
(i) all Receivablesaccounts and payment intangibles owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(ii) all Other Intangiblesinstruments owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(iii) all Equipment;chattel paper in respect of obligations payable to such Subsidiary Grantor with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any other Grantor; and
(iv) all Inventory;
(v) to proceeds of the extent not included in foregoing Subsidiary Grantor Payment Collateral. Notwithstanding the foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the Liens created under this Section 5.01(b) shall not encumber, (A) any (1) accounts owing to the Exempted Guarantor by the Company, (2) payment intangibles owing to the Exempted Guarantor by the Company, (3) instruments owing to the Exempted Guarantor by the Company or (4) chattel paper in respect of obligations payable to the Exempted Guarantor with respect to which the account debtor is the Company, or (B) any Excluded Payment Property of any Grantor (all securities of the property described in clause (whether certificated or uncertificatedA) and all financial assets(B) of this sentence being, collectively, the “Excluded Subsidiary Grantor Assets”).
(c) The Company hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Company’s right, title and interest in and to the following (but excluding Excluded Payment Property of the Company), in each case, as to each type of property described below, whether now existing owned or hereafter arisingacquired by the Company, including, without limitation, all capital stock issued by any Person and held by Debtorwherever located, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of or arising (all such property in which a security interest is granted under this Section 5.01(c) being, collectively, the Debtor “Company Payment Collateral”, and together with the Subsidiary Grantor Payment Collateral, the “Payment Collateral”):
(i) all accounts or payment intangibles owing to the Company by (A) any bank Pipeline Company Borrower or (B) any Grantor (other financial institution and all monies of than the Debtor and all rights to payment of money of the DebtorExempted Guarantor);
(viiii) all instruments owing to the extent not included Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor);
(iii) all chattel paper in respect of obligations payable to the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights Company with respect to which the account debtor is (including computer and peripheral equipmentA) necessary any Pipeline Company Borrower or helpful in enforcing, identifying or establishing (B) any item of CollateralGrantor (other than the Exempted Guarantor); and
(viiiiv) all proceeds of the foregoing Company Payment Collateral. Notwithstanding the foregoing, the Company Payment Collateral shall not include, and the Liens created under this Section 5.01(c) shall not encumber, any Excluded Payment Property of the Company.
(d) Each Grantor hereby grants to the extent not otherwise includedCollateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now owned or hereafter existing or arising (collectively, the “Account Collateral”):
(i) the Pledged Accounts, all Proceeds Pledged Financial Assets, all Pledged Security Entitlements and products all property, funds, interest, dividends, distributions, cash, instruments and other property from time to time carried in or credited to any Pledged Account or received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, whether existing and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Accounts;
(ii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments delivered (or required to be delivered) to or otherwise possessed by the Collateral Agent for or on behalf of such Grantor in connection with the date hereof Account Collateral, including those received in substitution for or arising hereafter; providedin addition to any or all of the Account Collateral;
(iii) all interest, howeverdividends, notwithstanding anything distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Account Collateral;
(iv) all books and records of such Grantor pertaining to any of the Account Collateral;
(v) all supporting obligations, general intangibles, contract rights, warranties, indemnities and guaranties, in each case to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply extent relating to, or payable in any way limitrespect of, Debtor's assignment, pledge or encumbrance the Account Collateral; and
(vi) all proceeds of Proceeds of all Federal Contracts to which it is a partythe foregoing Account Collateral.
Appears in 3 contracts
Samples: Security Agreement (El Paso Natural Gas Co), Security Agreement (Tennessee Gas Pipeline Co), Security Agreement (El Paso Corp/De)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all the Obligations, howsoever createdeach Grantor does hereby assign and transfer unto the Collateral Agent, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due does hereby pledge and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Parties, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of such Grantor in, to and under all of the followingfollowing personal property (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired (the "Collateral"):or arising and regardless of where located:
(i) each and every Account (and all Receivablesrights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) all Other Intangiblescash and Money;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, Money, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts and Security Entitlements and Securities credited thereto, and all cash, Money, checks, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) Commodity Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Commercial Tort Claims set forth on Annex E hereto or for which notice is required to be provided pursuant to Section 3.1 below;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Documents;
(ix) all Equipment;
(ivx) all Fixtures;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(vxvi) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiseInvestment Property;
(vixvii) to all Letter-of-Credit Rights (whether or not the extent not included in the foregoingrespective letter of credit is evidenced by a writing);
(xviii) all General Intangibles;
(xix) all Payment Intangibles (including corporate and other tax refunds);
(xx) all Permits;
(xxi) all books and records (including all books, all other personal propertydatabases, customer lists, and records, whether tangible or intangibleelectronic, and wherever located whether within or outside which contain any information relating to any of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtorforegoing);
(viixxii) with respect to the extent not each right to payment or performance included in each of the foregoing, all books, ledgers any Supporting Obligation that supports such payment or performance and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary any Lien that secures such right to payment or helpful in enforcing, identifying performance or establishing secures any item of Collateralsuch Supporting Obligation; and
(viiixxiii) to the extent not otherwise includedall substitutions, all replacements accessions, Proceeds and products of any or and all of the foregoing, whether existing on including collateral security and guarantees with respect to any of the date foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or arising hereafterother rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, notwithstanding anything that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the contrary contained hereinextent severable, the Debtor is shall attach immediately to any portion of such property or other rights that does not assigning, pledging or otherwise encumbering under this Security Agreement its interests result in any Federal Contract of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of a Grantor excluded from the Pledge Agreement Collateral pursuant to which it is the proviso to Section 3.1 of the Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of a partyGrantor or other Margin Stock, in each case, unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; provided however, that each applicable Grantor shall provide to the Secured Parties notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in accounts connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; (iv) Excluded Accounts; (v) any Vehicles and other assets subject to certificates of title (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC); and (vi) any United States “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or receivables due “Amendment to Debtor under such Federal ContractAllege Use” with respect thereto, to the extent, but only if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law (other than to the extentextent such rights can be perfected by the filing of a financing statement under the UCC) (the assets described in preceding clauses (i) through (vi) hereof, such assignmentcollectively, pledge the “Excluded Assets”).
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Grantor may acquire, or with respect to which any Grantor may obtain rights, at any time during the term of this Agreement.
(d) The Liens hereunder are granted as security only and shall not subject the Administrative Agent or any other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply Secured Party to, or transfer or in any way limitaffect or modify, Debtor's assignmentany obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith.
(e) Notwithstanding anything herein to the contrary, pledge the Grantors make no representations or encumbrance warranties hereunder, and the covenants hereunder shall not apply, in respect of Proceeds of all Federal Contracts to which it is a partythe Excluded Assets.
Appears in 2 contracts
Samples: Abl Credit Agreement (Ciena Corp), u.s. Security Agreement (Ciena Corp)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations obligations of the Borrower contained in the Note and this Agreement and in the other Loan Documents to which it is a party and in order to induce the Agent and the Lenders Bank to enter into the Revolving Credit this Agreement and make the other Credit DocumentsAdvances provided for therein and herein in accordance with the terms hereof and thereof, the Debtor Borrower hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, Bank a first priority and continuing security interest in and lien on, all of the DebtorBorrower's right, title and interest in, to and under the following, whether now existing or hereafter acquired (all of which are herein collectively called the "Collateral"):
(i1) all Receivables;
(ii2) all Other Intangibles;
(iii3) all Equipment;
(iv4) all Inventory;
(v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi5) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Stateslocated, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor Borrower with any bank or other financial institution and all monies of the Debtor Borrower and all rights to payment of money of the DebtorBorrower;
(vii6) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii7) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything . Notwithstanding any provision herein to the contrary contained hereincontrary, the Debtor is Bank shall not assigning, pledging or otherwise encumbering under this Security Agreement its interests have a security interest in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, of the above property to the extent, but only extent the granting of a security interest therein violates any provision of applicable law or any contract with an Account Debtor giving rise to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyReceivable.
Appears in 2 contracts
Samples: Loan and Security Agreement (Versar Inc), Loan and Security Agreement (Versar Inc)
Grant of Security Interests. To secure (a) As security for the --------------------------- prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit DocumentsObligations, the Debtor Pledgor does hereby pledgescollaterally assign and transfer unto the Collateral Agent, assigns, delivers, conveys and transfers does hereby grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in of first priority (subject to Liens evidenced by Permitted Filings and lien onother Permitted Liens) in, all of the Debtor's right, title and interest of the Pledgor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) the Cash Collateral Account established for the Pledgor and all Inventory;
monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the extent not included in goodwill of the foregoingbusiness of the Pledgor symbolized by the Marks, (vii) all securities (whether certificated or uncertificated) Patents and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by DebtorCopyrights, and all partnership interestsreissues, whether in renewals or extensions thereof, (viii) all computer programs of the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, Pledgor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United StatesPledgor, including, but not limited to, Trade Secrets, (ix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution Pledged Securities), and all monies of the Debtor and all rights to payment of money of the Debtor;
(viix) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained hereincollectively, the Debtor is not assigning, pledging or otherwise encumbering "Collateral").
(b) The security interests of the Collateral Agent under this Security Agreement its interests in extend to all Collateral of the kind which is the subject of this Agreement which the Pledgor may acquire at any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that continuation of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 2 contracts
Samples: Security Agreement (Coinmach Laundry Corp), Security Agreement (Coinmach Corp)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into continue to make or maintain the extensions of credit under and pursuant to the Revolving Credit Agreement and the other Credit DocumentsAgreement, the Debtor hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest in, to and under the following, whether now existing or hereafter acquired (the "Collateral"):) except that, so long as any indebtedness remains outstanding, or any loan commitment remains in effect, under the First Union Loan Agreement, the Debtor only grants to the Agent, for the ratable benefit of the Lenders, a second priority security interest in and lien on that portion of the Collateral in which First Union shall have a perfected security interest under the First Union Security Agreement:
(i) all Receivables;
; (ii) all Other Intangibles;
; (iii) all Equipment;
; (iv) all Inventory;
; (v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
; (vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
; (vii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
and (viii) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party.
Appears in 2 contracts
Samples: Security Agreement (Hagler Bailly Inc), Security Agreement (Hagler Bailly Inc)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Collateral Agent, for the ratable benefit of the LendersSecured Creditors (and, to the extent the following constitutes “Collateral” under, and grants as defined in, the Original U.S. Security Agreement, does hereby reconfirm (without interruption) its assignment, transfer, pledge and grant to the Agent, for Collateral Agent under the ratable benefit of the LendersOriginal U.S. Security Agreement of), a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter acquired (the "Collateral"):from time to time acquired:
(i) all Receivableseach and every Account;
(ii) all Other Intangiblescash;
(iii) the Cash Collateral Account and all moneys, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(ivx) all Units and Unit Certificates and MSO’s;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(vxvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the extent not included goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Patents;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations;
(xxiii) all of such Assignor’s Collection Accounts and Lock Box Addresses and all of such Assignor’s interest in any Collection Account, and all moneys, securities and instruments deposited or required to be deposited in such Collection Accounts or Lock Box Addresses;
(xxiv) the Disbursement Account and all moneys deposited or required to be deposited in such Disbursement Account;
(xxv) the Concentration Account and all moneys, securities and instruments deposited or required to be deposited in such Concentration Account;
(xxvi) each Collection Bank Agreement to which such Assignor is a party and each other agreement entered into by such Assignor with any Collection Bank and all rights of such Assignor under each such agreement;
(xxvii) the Concentration Account Agreement and each other agreement entered into by such Assignor with the Concentration Account Bank and all rights of such Assignor under each such agreement;
(xxviii) the BofA Account and all moneys, securities and instruments deposited or required to be deposited in the foregoing, BofA Account;
(xxix) all securities (whether certificated or uncertificated) other Deposit Accounts and all financial assetsother demand, whether now existing or hereafter arisingdeposit, includingtime, without limitationsavings, all capital stock issued cash management, passbook and similar accounts maintained by such Assignor with any Person and held by Debtorall moneys, securities, Instruments and all partnership interests, whether other investments deposited or required to be deposited in the nature any of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viiixxx) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on the date hereof “Collateral”).
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or arising hereafter; providedwith respect to which any Assignor may obtain rights, however, notwithstanding at any time during the term of this Agreement.
(c) Notwithstanding anything to the contrary contained hereinin this Section 1.1 or elsewhere in this Agreement, in the event of any conflict between the provisions of this Agreement, the Debtor is Intercreditor Agreement or any other Collateral Document and the provisions of the Senior Secured Notes Documents, the terms of this Agreement, the Intercreditor Agreement and the other Collateral Documents shall prevail.
(d) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, with respect to each Non-Canadian Foreign Subsidiary, if, at any time, the pledge and assignment as otherwise contemplated herein of more than 66-2/3% of the voting capital stock of such Non-Canadian Foreign Subsidiary would give rise to “deemed dividend” tax consequences under Section 956 of the Code, then not assigningmore 65% of the outstanding voting capital stock (plus 100% of the non-voting capital stock) of such Non-Canadian Foreign Subsidiary shall be required to be pledged pursuant to this Agreement.
(e) Notwithstanding anything to the contrary contained in this Agreement, pledging or otherwise encumbering under (w) the Second Lien Creditors shall not have a security interest in, and the grant of security interests pursuant to this Security Agreement its interests in for the benefit of the Second Lien Creditors shall not extend to, any Federal Contract Second Lien Excluded Collateral, and with respect to which it is a partythe Second Lien Creditors the term “Collateral” shall not include the Second Lien Excluded Collateral, (x) the term “Collateral” with respect to the Second Lien Obligations shall not include any Collateral owned by Holdings or in accounts which Holdings has any direct right, title or receivables due to Debtor under such Federal Contractinterest, the grant or pledge of security interests hereunder by Holdings shall be solely for the benefit of the First Lien Creditors and shall not secure any of the Second Lien Obligations and Holdings shall not be an Assignor with respect to the extentSecond Lien Obligations for any purpose whatsoever, but only (y) to the extentextent that the granting or perfecting of any assets or property of the Assignors acquired after August 18, 2003 requires the consent of a third party that has not been obtained after the Assignors (other than Holdings) have used commercially reasonable efforts to obtain such assignmentconsent, pledge or other encumbrance would breach or violate or would cause Debtor the Second Lien Creditors shall not have a security interest in, and the grant of security interest pursuant to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does Agreement for the benefit of the Second Lien Creditors shall not apply extend to, any such property or assets and (z) to the extent that a security interest in favor of the Second Lien Creditors cannot be granted or perfected in certain assets or property of the Assignors under applicable law, the Second Lien Creditors shall not have a security interest in, and the grant of security interest pursuant to this Agreement for the benefit of the Second Lien Creditors shall not extend to, any way limit, Debtor's assignment, pledge such assets or encumbrance of Proceeds of all Federal Contracts to which it is a partyproperty.
Appears in 2 contracts
Samples: u.s. Security Agreement (Williams Scotsman International Inc), u.s. Security Agreement (Williams Scotsman Inc)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter acquired (the "Collateral"):from time to time acquired:
(i) all Receivableseach and every Account;
(ii) all Other Intangiblescash;
(iii) the Cash Collateral Accounts and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Accounts;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims as described on Annex G as updated from time to time;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Equipment;
(ivix) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(x) all Documents;
(xi) all General Intangibles;
(xii) all Goods;
(xiii) all Instruments;
(xiv) all Intellectual Property;
(xv) all Inventory;
(vxvi) all Financial Assets;
(xvii) all Joint Venture Investment Property;
(xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xix) all Notes;
(xx) all Permits;
(xxi) all Security Entitlements and other Investment Property (to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued already covered by any Person and held by Debtor, and all partnership interests, whether in the nature another clause of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwisethis Section 2.1(a));
(vixxii) to the extent not included in the foregoing, all Supporting Obligations;
(xxiii) all Fixtures;
(xxiv) all other goods and personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viiixxv) to the extent not otherwise included, all Proceeds and products of of, and all accessions to, substitutions and replacements for, and rents, profits and products of, any or and all of the foregoing, whether existing on foregoing (all of the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained hereinabove, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party“Collateral”).
Appears in 2 contracts
Samples: Second Lien Guarantee and Collateral Agreement, Second Lien Guarantee and Collateral Agreement (Lee Enterprises, Inc)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter acquired (the "Collateral"):from time to time acquired:
(i) all Receivableseach and every Account;
(ii) all Other Intangiblescash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(ivx) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(vxvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the extent not included in goodwill of the foregoingbusiness of such Assignor symbolized by the Marks;
(xix) all Patents;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all securities (whether certificated or uncertificated) writings, plans, specifications and all financial assets, whether now existing or hereafter arising, including, without limitationschematics, all capital stock issued by any Person engineering drawings, customer lists, goodwill and held by Debtorlicenses, and all partnership interestsrecorded data of any kind or nature, whether in regardless of the nature medium of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiserecording;
(vixxii) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of CollateralSupporting Obligations; and
(viiixxiii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoing, whether existing on foregoing (all of the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained hereinabove, the Debtor is not assigning, pledging or otherwise encumbering “Collateral”).
(b) The security interest of the Collateral Agent under this Security Agreement its interests in extends to all Collateral which any Federal Contract Assignor may acquire, or with respect to which it is a partyany Assignor may obtain rights, or in accounts or receivables due to Debtor under such Federal Contract, to at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that term of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 2 contracts
Samples: Security Agreement (Bway Corp), Security Agreement (Bway Corp)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations Obligations, each Pledgor does hereby collaterally assign and in order to induce transfer unto the Collateral Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the LendersSecured Creditors, and grants does hereby grant to the Agent, Collateral Agent for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in of first priority (subject to Liens evidenced by Permitted Filings and lien onother Permitted Liens) in, all of the Debtor's right, title and interest of such Pledgor in, to and under all of the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(i) all ReceivablesEquipment;
(ii) all Other IntangiblesInventory;
(iii) all EquipmentContracts, together with all Contract Rights thereunder;
(iv) all InventoryInstruments;
(v) to the extent not included in the foregoing, all securities General Intangibles;
(whether certificated or uncertificatedvi) all Accounts;
(vii) all Insurance Policies;
(viii) all Intellectual Property;
(ix) all Chattel Paper;
(x) all Investment Property and Financial Assets;
(xi) all financial assets, whether now existing or hereafter arisingDeposit Accounts, including, without limitation, all capital stock issued by any Person and held by Debtor, the Cash Collateral Account established for the Pledgors and all partnership interestsmonies, whether securities and instruments deposited or required to be deposited in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwisesuch Cash Collateral Account;
(vixii) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United StatesLetter-of-Credit Rights;
(xiii) all Goods;
(xiv) all Commercial Tort Claims, including, but not limited towithout limitation, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtoreach Specified Commercial Tort Claim;
(viixv) all Documents;
(xvi) all Fixtures;
(xvii) all Supporting Obligations relating to the extent not included in any and all of the foregoing, ;
(xviii) all books, ledgers and records and all records, ledgers, printouts, computer programsrecording media, data files, tapes, discs, punch cards, data processing software, transaction files, master files file materials and related property other papers containing information relating to any and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item all items of Collateral; and
(viiixix) to the extent not otherwise includedcovered by clauses (i) through (xviii) of this sentence, all other personal property whether tangible or intangible wherever located; and
(xx) all Proceeds and products of any or and all of the foregoing, whether existing on .
(b) The security interests of the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering Collateral Agent under this Security Agreement its interests in extends to all Collateral of the kind which is the subject of this Agreement which each Pledgor may acquire at any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that continuation of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 2 contracts
Samples: Security Agreement (Appliance Warehouse of America Inc), Security Agreement (Coinmach Corp)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien onof first priority in, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the extent goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot included in the foregoing, all securities (whether certificated or uncertificatedbe pledged) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature other proprietary information of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoingtrade secrets, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) all other Goods, General Intangibles, Chattel Paper, Documents, Permits, Investment Property (other than Pledged Securities), Instruments and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the extent not otherwise includedforegoing accounts, and (xi) all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on collectively, the date hereof or arising hereafter; provided, however, notwithstanding "Collateral"). Notwithstanding anything to the contrary contained hereinin the immediately preceding sentence, (x) the Debtor is term Collateral shall not assigning, pledging or otherwise encumbering include any direct Contract between any United States Government Authority and any Assignor and (y) no Assignor shall be required to take any action to perfect any security interest in motor vehicles.
(b) The security interest of the Collateral Agent under this Security Agreement its interests in extends to all Collateral of the kind which is the subject of this Agreement which any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to Assignor may acquire at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that continuation of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 2 contracts
Samples: Security Agreement (Globe Manufacturing Corp), Security Agreement (Globe Manufacturing Corp)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of such Assignor in, to and under all personal and fixture property of such Assignor of every kind and nature, whether now existing or hereafter from time to time acquired, including, without limitation, in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership intereststhe goodwill of the business of such Assignor symbolized by the Marks, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoingall Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoingTrade Secret Rights, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) all software and all software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all other recorded data of any kind or nature, regardless of the medium of recording, (ix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper (whether tangible or electronic), Documents and Instruments, (x) all Letter of Credit Rights (whether or not the respective letter of credit is evidenced by a writing), (xi) all commercial tort claims, (xii) all cash, (xiii) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in the extent not otherwise includedCash Collateral Account, (xiv) all other bank, demand, deposit, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xv) all Supporting Obligations, and (xvi) all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on collectively, the date hereof or arising hereafter; provided, however, notwithstanding "Collateral").
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire at any time during the term of this Agreement.
(c) Notwithstanding anything to the contrary contained hereinin this Agreement, in the Debtor is not assigningevent that any Assignor acquires an item of Collateral at any time following the date hereof, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to such Assignor may elect (which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, election shall be made by delivering written notice thereof to the extentCollateral Agent) that such Collateral shall not be required to be pledged pursuant to this Agreement as otherwise required above in this Section 1.1 so long as the book value or fair market value (as determined in good faith by the Borrower), but only to whichever is greater, thereof is less than $1,000,000 (although in no event shall the extentaggregate book value or fair market value (as determined in good faith by the Borrower), such assignmentwhichever is greater, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyassets excluded from the security interests granted hereunder provided in this clause (c), exceed $5,000,000).
Appears in 1 contract
Grant of Security Interests. To secure Subject to the due terms and punctual payment conditions hereof (including the terms and conditions relating to the release of all Obligationsthe security interests granted hereby contained in Article V and Article IX) and subject to the receipt by Pledgor of the product of (1) the Firm Initial Forward Amount and (2) the Firm Applicable Percentage at the First Time of Delivery (and, howsoever createdin the case of (a) the Pledged Items referred to in Section 2.3, arising receipt by Pledgor of the Additional Initial Forward Amount at any Subsequent Time of Delivery or evidenced(b) the Pledged Items referred to in Section 4.1(b), whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, the delivery of such additional Collateral in accordance with the terms thereof and Section 5.4), in order to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit DocumentsSecured Obligations, the Debtor Pledgor hereby pledges, collaterally assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the Lenders, pledges and grants to the Collateral Agent, as agent of and for the ratable benefit of the LendersPurchaser, a first priority and continuing security interest in and lien onto, and a Lien upon and right of set-off against, all of the Debtor's Pledgor’s right, title and interest in, to and under the following, whether now existing or hereafter acquired (the "Collateral"):
arising: (i) all Receivables;
a number of Shares equal to the Contract Shares, being the Pledged Items described in Sections 2.2 and 2.3; (ii) all Other Intangibles;
the Pledged Items described in Section 4.1(b) (provided that, for the avoidance of doubt, and solely for purposes of this clause (ii), such Section 4.1(b) shall be interpreted without giving effect to the first parenthetical therein); (iii) all Equipment;
any Eligible Collateral identified on a certificate delivered pursuant to Section 5.2 or 5.3 hereof; (iv) the Pledged Account and all Inventory;
Cash, securities and other property now or hereafter deposited therein; (v) all additions to the extent not included in and substitutions for any of the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
; (vi) all income, products and proceeds and collections (including dividends, other distributions and interest) received or to the extent not included be received, or derived or to be derived, now or any time hereafter from or in connection with any of the foregoing, all other personal property, whether tangible or intangible, ; and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) all powers and rights now owned or hereafter acquired under or with respect to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights Pledged Items (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing, whether existing on including such Pledged Items, additions, substitutions, income, products and proceeds, collections, powers and rights, being collectively called the date hereof or arising hereafter; provided, however, notwithstanding anything “Collateral”). Subject to the contrary contained hereinprovisions of Article VII, the Debtor is not assigningCollateral Agent shall have all of the rights, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, remedies and recourses with respect to the extentCollateral afforded a secured party by the UCC, but only in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that Collateral Agent by this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Samples: Collateral Agreement (2017 Mandatory Exchangeable Trust)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the LendersSecured Creditors (and does hereby reconfirm its assignment, transfer, pledge and grants grant to the Agent, for Collateral Agent under the ratable benefit of the LendersOriginal Security Agreement of), a first priority and continuing security interest in and lien onin, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership intereststhe goodwill of the business of such Assignor symbolized by the Marks, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoingall Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or Trade Secrets Rights, (viii) all other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
Goods, General Intangibles, Permits, Chattel Paper, Documents, Instruments, Investment Property (vii) except to the extent not included in pledged under the foregoingPledge Agreement) and other assets (including cash), all books, ledgers and records (ix) the Cash Collateral Account and all computer programsmonies, tapessecurities, discsinstruments and other investments deposited or required to be deposited in such Cash Collateral Account, punch cards(x) all other bank, data processing softwaredemand, transaction filestime savings, master files passbook, certificates of deposit and related property similar accounts maintained by such Assignor and rights all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (including computer and peripheral equipmentxi) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on collectively, the date hereof or arising hereafter; provided, however, notwithstanding "Collateral"). Notwithstanding anything to the contrary contained in this Agreement (including Section 3.6 hereof or certain of the representations and warranties contained herein), no Assignor shall be required to deliver any Instrument hereunder with an outstanding principal amount of $50,000 or less, provided that no more than $100,000 in the Debtor is aggregate of all such $50,000 or less Instruments (including, for this purpose, any Pledged Notes (as defined in the Pledge Agreement) not assigning, pledging or otherwise encumbering required to be delivered pursuant to the Pledge Agreement) shall be excluded from the delivery requirements under this Security Agreement.
(b) The security interest of the Collateral Agent under this Agreement its interests in extends to all Collateral of the kind which is the subject of this Agreement which any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to Assignor may acquire at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that term of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Samples: Security Agreement (Power Ten)
Grant of Security Interests. To secure (a) As security for the prompt --------------------------- and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent (and in order to induce hereby reconfirms its assignment under the Agent Original Security Agreement), and the Lenders to enter into the Revolving Credit Agreement does hereby pledge and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, Secured Creditors (and grants to hereby reconfirms its pledge and grant under the Agent, for the ratable benefit of the LendersOriginal Security Agreement), a first priority and continuing security interest in and lien onof first priority in, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the extent goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot included in the foregoing, all securities (whether certificated or uncertificatedbe pledged) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature other proprietary information of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoingtrade secrets, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to the extent not otherwise includedbe deposited in such Cash Collateral Account, and (x) all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on collectively, the date hereof or arising hereafter; provided, however, notwithstanding "Collateral"). Notwithstanding anything to the contrary contained hereinin the immediately preceding sentence, the Debtor is term Collateral shall not assigning, pledging or otherwise encumbering include motor vehicles.
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.
(c) The parties hereto hereby confirm that the security interests created under the Original Security Agreement its interests in any Federal Contract shall continue uninterrupted pursuant to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Samples: Security Agreement (Communications Instruments Inc)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien onin, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership intereststhe goodwill of the business of such Assignor symbolized by the Marks, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoingall Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoingTrade Secrets Rights, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the extent not otherwise includedCash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all Proceeds other bank, demand, time savings, cash management, passbook, certificates of deposit and products similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of any or the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the foregoing, whether existing on the date hereof or arising hereafter; FCC (provided, however, notwithstanding anything to that such security interest does not include, and the contrary contained hereinterm "Collateral" does not include, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in at any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, time any FCC License to the extent, but only to the extent, that such assignmentAssignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, pledge and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other encumbrance would breach consideration derived or violate derivable from or would cause Debtor in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").
(b) The security interest of the Collateral Agent under this Agreement extends to breach or violate such Federal Contract or statutes or regulations applicable theretoall Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, it being understood is acknowledged and agreed that the security interests created hereby in any Equipment subject to the Vendor Financing Agreement shall be second in priority to the security interest in such Equipment created pursuant to the Vendor Financing Agreement for so long, and for only so long, as the Vendor Financing Agreement remains in effect, and upon the termination of the Vendor Financing Agreement, such Equipment shall be subject to a first priority security interest pursuant to this proviso Agreement without any further action on the part of any Assignor, the Collateral Agent or any Secured Creditor.
(d) Notwithstanding anything to the contrary contained in clauses (a) and (b) above or elsewhere in this Agreement, it is acknowledged and agreed that (i) the security interest created hereby shall not extend to any computer program or patents owned by a third Person in which any Assignor has rights of usage thereof to the extent (and only to the extent) the granting of a security interest therein is expressly prohibited by an agreement relating thereto to which such Assignor is a party and (ii) the security interest created hereunder in, and the Collateral Agent's and the Secured Creditors' rights and remedies hereunder with respect to, any Patents that any Assignor has granted rights therein to a third Person shall be subject to the respective agreement relating to such grant for so long as, and for only so long as, such agreement remains in effect; provided, however, that (A) such computer programs or patents, as the case may be, described in preceding clause (i) above shall be excluded from the Collateral only to the extent and only for so long as the relevant agreement continues validly to prohibit the creation of such security interest, and upon the expiration of such prohibition, all computer programs or patents, as the case may be, as to which such prohibition previously applied shall automatically be included in the Collateral, without any further action on the part of any Assignor, the Collateral Agent, or any other Secured Creditor and (B) any residual rights of the respective Assignor or Assignors with respect to Patents described in preceding clause (ii) above shall be included in the Collateral (and not be subject to the interest of any third Persons to the fullest extent permitted under the relevant agreement described in clause (ii) above).
(e) It is acknowledged and agreed that the security interest created hereby does not apply to, or in extend to any way limit, Debtor's assignment, pledge or encumbrance assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of Proceeds of all Federal Contracts to which it is a partyany Assignor.
Appears in 1 contract
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations obligations of the Borrower contained in the Notes and this Agreement and in the other Loan Documents to which it is a party and in order to induce the Agent and the Lenders Bank to enter into the Revolving Credit this Agreement and make the other Credit DocumentsAdvances and the Term Loan provided for therein and herein in accordance with the terms hereof and thereof, the Debtor Borrower hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, Bank a first priority and continuing security interest in and lien on, all of the DebtorBorrower's right, title and interest in, to and under the following, whether now existing or hereafter acquired (all of which are herein collectively called the "Collateral"):
(i1) all Receivables;
(ii2) all Other Intangibles;
(iii3) all Equipment;
(iv4) all Inventory;
(v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi5) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Stateslocated, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor Borrower with any bank or other financial institution and all monies of the Debtor Borrower and all rights to payment of money of the DebtorBorrower;
(vii6) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii7) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Administrative Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Administrative Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien onin, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership intereststhe goodwill of the business of such Assignor symbolized by the Marks, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoingall Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, Trade Secret Rights, (viii) all other Goods, General Intangibles, Permits, Chattel Paper, Documents and Instruments, (ix) the balance Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all revenues, receipts, income, accounts, and other Receivables derived or to be derived from the ownership or operation of every deposit account now or hereafter existing any Hotel Property and related facilities located thereon, including, without limitation of the Debtor with any bank or other financial institution and all monies generality of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, all books, ledgers room revenues and records room charges and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights charges for hotel services (including computer advance deposits therefor) and peripheral equipment) necessary other revenues and income derived or helpful in enforcingto be derived from the sale or rental of hotel rooms and meeting rooms, identifying the provision of hotel services, the sale of food, beverages and merchandise, the rental of shops, leasing of commercial or establishing any item residential spaces, the granting of Collateral; and
concessions (viii) including taxi concessions and concessions for the installation of coin-operated machines to the extent not otherwise includedof such Assignor's interest therein) within or about any Hotel Property and related facilities, the rental or operation of travel desks, the rental or operation of parking facilities and the provision of services to guests of any Hotel Property and related facilities located thereon and any other items of revenue, receipts or other income, (xi) all books and records of each Assignor with respect to any and all of the foregoing and (xii) all Proceeds and products of any or and all of the foregoingforegoing (all of each Assignor's right, whether existing on title and interest in the date hereof or arising hereafter; providedabove, howevercollectively, notwithstanding anything the "Collateral").
(b) Notwithstanding any thing to the contrary contained hereinin clause (a) above, the Debtor is Collateral shall not assigninginclude any asset that any Assignor owns, pledging or otherwise encumbering as agent, for the benefit of a third party (other than a Subsidiary of such Assignor) rather than for its own benefit.
(c) The security interest of the Collateral Administrative Agent under this Security Agreement its interests in extends to all Collateral of the kind which is the subject of this Agreement which any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to Assignor may acquire at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that term of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Samples: Credit Agreement (Doubletree Corp)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign (except in the Obligations case of Collateral which are ULC Shares) and in order to induce transfer unto the Agent Collateral Agent, and the Lenders to enter into the Revolving Credit Agreement does hereby pledge and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of such Assignor in, to and under all of the followingfollowing personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter acquired (the "Collateral"):from time to time acquired:
(i) each and every Account (and all Receivablesrights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper, Instrument, Document of Title or Intangible));
(ii) all Other Intangiblescash and money;
(iii) the Cash Collateral Account and all moneys, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, money, cheques, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts, Collateral Accounts and security entitlements and Securities credited thereto, and all cash, money, cheques, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) commodity accounts and all cash, money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper;
(vi) all promissory notes;
(vii) all Instruments and Securities;
(viii) all Inventory;
(ix) all Equipment;
(ivx) all InventoryGoods;
(vxi) all Investment Property;
(xii) all Intangibles (including corporate and other tax refunds);
(xiii) to the extent not included relating to, evidencing or governing any of the items referred to in the foregoingpreceding clauses (i) through (xii), all securities Permits, Documents of Title, Intangibles (whether certificated including data processing software but excluding Copyrights, Patents, Trade Secrets and Marks), Instruments, letter-of-credit rights, related letters of credit, guarantees and collateral liens and other claims and causes of action, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing (including to the purchase or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by import of any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiseInventory);
(vixiv) to the extent not included relating to, evidencing or governing any of the items referred to in the foregoingpreceding clauses (i) through (xiii), all other personal propertySupporting Obligations;
(xv) all books and records relating to the items referred to in the preceding clauses (i) through (x) (including all books, databases, customer lists, and records, whether tangible or intangibleelectronic, and wherever located whether within or outside which contain any information relating to any of the United States, including, but not limited to, items referred to in the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtorpreceding clauses (i) through (xiii);
(viixvi) to the extent not included in the foregoingall substitutions, all booksreplacements accessions, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoing, whether existing on including collateral security and guarantees with respect to any of the date foregoing and all cash, money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing; and
(xvii) (all of the above (i) to and including (xvi), collectively, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or arising hereafterother rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective against the Collateral Agent pursuant to Section 40(4) of the PPSA (or any successor provision or provisions of the PPSA of any relevant jurisdiction or any other applicable law) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained) (each a “Restricted Right”); provided, however, notwithstanding anything that the Security Interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the contrary contained hereinextent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (iii) any consumer goods; and (iv) the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any Assignor, but an Assignor will stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent may reasonably direct; (the assets described in the preceding clauses (i) through (iv) hereof, collectively the “Excluded Assets”). The Security Interest in respect of each Restricted Right will constitute a trust created in favour of the Collateral Agent for the benefit of the Secured Creditors, pursuant to which such Assignor holds as trustee all proceeds and other benefits arising under or in connection with the Restricted Right in trust for the Collateral Agent, for the benefit of the Secured Creditors, on the following basis (i) until an Event of Default shall have occurred and be continuing such Assignor is entitled to receive all such proceeds and other benefits; and (ii) if any Event of Default shall have occurred and be continuing,
(A) all rights of such Assignor to receive such proceeds and other benefits cease and all such proceeds will be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors, and (B) such Assignor will take all actions requested by the Collateral Agent to collect and enforce payment and other rights arising under the Restricted Right.
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(d) Notwithstanding anything herein to the contrary, the Debtor is Assignors make no representations or warranties hereunder, and the covenants hereunder shall not assigningapply, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to respect of the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyExcluded Assets.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of such Assignor in, to and under all personal and fixture property of such Assignor of every kind and nature, whether now existing or hereafter from time to time acquired, including, without limitation, in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership intereststhe goodwill of the business of such Assignor symbolized by the Marks, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoingall Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoingTrade Secret Rights, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) all software and all software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all other recorded data of any kind or nature, regardless of the medium of recording, (ix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper (whether tangible or electronic), Documents and Instruments, (x) all Letter of Credit Rights (whether or not the respective letter of credit is evidenced by a writing), (xi) all commercial tort claims, (xii) all cash, (xiii) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in the extent not otherwise includedCash Collateral Account, (xiv) all other bank, demand, deposit, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xv) all Supporting Obligations, and (xvi) all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained hereincollectively, the Debtor is not assigning, pledging or otherwise encumbering "Collateral").
(b) The security interest of the Collateral Agent under this Security Agreement its interests in extends to all Collateral which any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to Assignor may acquire at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that term of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Grant of Security Interests. To secure (a) As collateral security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance by each Assignor of all of the Obligations such Assignor’s Obligations, and in order to induce the Administrative Agent and the Lenders to enter into the Revolving Credit Agreement and to make the Loans and provide the other Credit Documentsfinancial accommodations to Borrower contemplated therein, each such Assignor does hereby grant, pledge, assign and transfer unto the Debtor Collateral Agent, and does hereby pledges, assigns, delivers, conveys and transfers grant to the Collateral Agent, for the ratable benefit of the Lendersin its capacity as Collateral Agent hereunder, and grants to the Agent, for the ratable benefit of the Lenderssubject to
Section 1. 2, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired (the "Collateral"):
or created: (i) all Receivables;
cash, accounts, Deposit Accounts, Investment Property, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) all Other Intangibles;
each and every Receivable, (iii) all Equipment;
Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory;
, (v) any cash collateral account established with respect to the extent not included in the foregoing, all securities (whether certificated or uncertificated) such Assignor and all financial assetsmonies, whether now existing securities and instruments deposited or hereafter arisingrequired to be deposited in such cash collateral account, including(vi) all Equipment, without limitation(vii) all Marks, together with the registrations and right to all capital stock issued renewals thereof, and the goodwill of the business of such Assignor symbolized by any Person the Marks, (viii) all Patents and held by DebtorCopyrights, and all partnership interestsreissues, whether in the nature of a joint venturerenewals or extensions thereof, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(viix) to the extent not included in the foregoing, all computer programs and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Statesproprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the balance of every deposit account now terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or hereafter existing otherwise become a part of the Debtor Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with any bank the terms hereof) and all other shares of capital stock or other financial institution equity interests; and (C) all monies Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, whether now owned or hereafter acquired, (xiii) all booksother Goods, ledgers General Intangibles, Chattel Paper, Documents and records Instruments, (xiv) all Letter-of-Credit Rights, (xv) any existing Commercial Tort Claims, (xvi) all other personal property of such Assignor, whether now owned or hereafter acquired, (xvii) all documents of title evidencing or issued with respect to any of the foregoing, and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipmentxviii) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (including, whether existing on without limitation, all insurance and claims for insurance effected or held for the date hereof or arising hereafterbenefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “Collateral”); provided, however, notwithstanding anything that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.11(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.11(a) of the Credit Agreement, to the contrary contained hereinextent that the Lender (as defined in that certain Loan Agreement by and among Huntsman Headquarters Corporation, Huntsman Petrochemical Corporation, Huntsman Chemical Corporation, Huntsman Packaging Corporation and U.S. Bank of Utah dated as of December 17, 1996 (the Debtor “Headquarters Loan Agreement”)) has consented to the grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined in the Headquarters Loan Agreement) hereunder); and (3) capital stock not required to be pledged hereunder pursuant to Section 7.11(c) or 7.11(e) of the Credit Agreement.
(b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is not assigning, pledging or otherwise encumbering deemed to have knowledge of such matters.
(c) The assignments and security interests under this Security Agreement its interests granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any Federal Contract of the Collateral pledged by it hereunder or from any liability to which it is a partyany Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in accounts respect of the Collateral pledged by it hereunder or receivables due made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder.
(d) The security interests of the Collateral Agent under this Agreement extend to Debtor under such Federal Contract, to all Collateral of the extent, but only to kind which is the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that subject of this proviso does not apply to, or in Agreement which any way limit, Debtor's assignment, pledge or encumbrance Assignor may acquire at any time during the continuation of Proceeds of all Federal Contracts to which it is a partythis Agreement.
Appears in 1 contract
Samples: Security Agreement (Huntsman LLC)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now existing or hereafter existing arising or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations of the Debtor contained in this Agreement, and in order to induce the Agent and the Lenders Lender to enter into the Revolving Credit this Agreement and make the other Credit DocumentsLoans, the Debtor hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the Lenders, and grants to the AgentLender, for subject in all cases only to the ratable benefit of Carve-Out and the LendersAdequate Protection Lien, a first priority and continuing priority, senior security interest in in, and lien onupon, all of the Debtor's ’s right, title and interest inin all present and after-acquired property of the Debtor of any nature whatsoever (both real and personal), including, without limitation, to and under the followingfollowing assets, whether now existing or hereafter acquired (the "Collateral"):acquired:
(i) all Receivables;
(ii) all Other General Intangibles;
(iii) all EquipmentInvestment Property;
(iv) all Inventory;
(v) all Equipment;
(vi) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assetsreal property, whether now existing or hereafter arisingreal property leaseholds, includingfixtures, without limitationcontracts, all capital stock issued by any Person and held by Debtorchattel paper, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwisemachinery;
(vivii) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, intangible and wherever located whether within or outside of the United Stateslocated, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(viiviii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discsdisks, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral;
(ix) to the extent not included in the foregoing, all proceeds and other amounts received in respect of the Causes of Action including, without limitation, all claims, causes of action and rights arising under state or federal law in connection with Chapter 5 of the Bankruptcy Code; and
(viiix) to the extent not otherwise included, all cash and noncash Proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party.
Appears in 1 contract
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into continue to make or maintain the extensions of credit under and pursuant to the Revolving Credit Agreement and the other Credit DocumentsAgreement, the Debtor hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest in, to and under the following, whether now existing or hereafter acquired (the "Collateral"):
(i) all Receivables;
(ii) all Other Intangibles;
(iii) all Equipment;
(iv) all Inventory;
(v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations Obligations, each Assignor does hereby sell, assign and in order to induce transfer unto the Agent Collateral Agent, and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor does hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien onof first priority (subject to Permitted Liens) in, all of the Debtor's right, title and interest of the Assignor in, to and under all of the followingfollowing (in each case, to the extent not subject to any liens created pursuant to the Synthetic Lease Financing Documents), whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) the Cash Collateral Account and all Inventory;
monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the extent not included in goodwill of the foregoingbusiness of the Assignor symbolized by the Marks, (vii) all securities (whether certificated or uncertificated) Patents and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by DebtorCopyrights, and all partnership interestsreissues, whether in the nature renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, Trade Secrets, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution Pledged Securities), and all monies of the Debtor and all rights to payment of money of the Debtor;
(viixi) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained hereincollectively, the Debtor is not assigning, pledging or otherwise encumbering "Collateral").
(b) The security interests of the Collateral Agent under this Security Agreement its interests in extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that continuation of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Samples: Security Agreement (Universal Compression Holdings Inc)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien onin, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership intereststhe goodwill of the business of such Assignor symbolized by the Marks, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoingall Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or Trade Secrets Rights, (viii) all other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
Goods, General Intangibles, Permits, Chattel Paper, Documents, Instruments, Investment Property (vii) except to the extent not included in pledged under the foregoingPledge Agreement) and other assets (including cash), all books, ledgers and records (ix) the Cash Collateral Account and all computer programsmonies, tapessecurities, discsinstruments and other investments deposited or required to be deposited in such Cash Collateral Account, punch cards(x) all other bank, data processing softwaredemand, transaction filestime savings, master files passbook, certificates of deposit and related property similar accounts maintained by such Assignor and rights all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (including computer and peripheral equipmentxi) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on collectively, the date hereof or arising hereafter; provided, however, notwithstanding "Collateral"). Notwithstanding anything to the contrary contained in this Agreement (including Section 3.6 hereof or certain of the representations and warranties contained herein), no Assignor shall be required to deliver any Instrument hereunder with an outstanding principal amount of $50,000 or less, provided that no more than $100,000 in the aggregate of all such $50,000 or less Instruments (including, for this purpose, any Pledged Notes (as defined in the Pledge Agreement) not required to be delivered pursuant to the Pledge Agreement) shall be excluded from the delivery requirements under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Debtor is Collateral shall not assigninginclude any, pledging and automatically excluded therefrom shall be any, Equipment or otherwise encumbering Goods which are the subject of a Lien under Section 9.01(viii) or (xiv) of the Credit Agreement to the extent that the holders of any such Lien do not permit the Collateral Agent to retain a subordinated security interest therein (but only so long as such Lien continues to exist), provided that the security interest in any such Equipment or Goods shall be reinstated in favor of the Collateral Agent for the benefit of the Secured Creditors at such time as the underlying obligations with respect to any such Lien shall have been satisfied.
(b) The security interest of the Collateral Agent under this Security Agreement its interests in extends to all Collateral of the kind which is the subject of this Agreement which any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to Assignor may acquire at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that term of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Samples: Security Agreement (Scot Inc)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor does hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors as their interests may appear, a first priority and continuing security interest in and lien onin, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):from time to time acquired:
(i) all Receivableseach and every Receivable;
(ii) all Other IntangiblesContracts, together with all Contract Rights arising thereunder;
(iii) all EquipmentInventory;
(iv) all InventoryEquipment;
(v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership interests, whether in the nature goodwill of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwisethe business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to the extent not included be deposited in the foregoingsuch Cash Collateral Account;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereof;
(viii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the DebtorTrade Secrets Rights;
(viiix) all insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments;
(xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to the extent not included be deposited in any of the foregoing;
(xv) all Investment Property;
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvii) all Software and all Software licensing rights, all bookswritings, ledgers plans, specifications and records schematics, all engineering drawings, customer lists, goodwill and licenses, and all computer programsrecorded data of any kind or nature, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights regardless of the medium of recording;
(including computer and peripheral equipmentxviii) necessary or helpful in enforcing, identifying or establishing any item of Collateralall Supporting Obligations; and
(viiixix) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on including this clause (xix), collectively, the date hereof "Collateral"); provided that the Collateral that secures the New Senior Notes Obligations and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited to Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or arising hereafter; providedother obligations of a Subsidiary or of any Principal Property of the Borrower or any Restricted Subsidiary (the "Designated Collateral"), howeverall of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, notwithstanding anything and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the contrary contained hereinNew Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Debtor Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignor.
(b) Notwithstanding anything contained herein to the contrary, "Collateral" shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest in, such Assignor's rights thereunder or such Assignor's grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not assigningaffect, pledging limit, restrict or otherwise encumbering under impair the grant by an Assignor of the security interest pursuant to this Security Agreement its interests in any Federal Contract to which it is a party, account or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge any money or other encumbrance would breach amounts due or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party.become due
Appears in 1 contract
Samples: Security Agreement (Rj Reynolds Tobacco Holdings Inc)
Grant of Security Interests. To secure the due and punctual payment of all Finance Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations obligations of each Loan Party hereunder and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and under the other Credit Finance Documents, the Debtor each Loan Party hereby pledges, assigns, delivers, conveys and transfers grants to the Agent, Collateral Agent for the ratable benefit of the LendersFinance Parties a security interest in, and grants each Loan Party hereby pledges and assigns to the Agent, Collateral Agent for the ratable benefit of the Lenders, a first priority and continuing security interest in and lien onFinance Parties, all of the Debtor's such Loan Party’s right, title and interest in, to and under the following, whether now owned or existing or hereafter acquired acquired, created or arising, whether tangible or intangible, and regardless of where located (all of which are herein collectively called the "“Collateral"”):
(i) all Receivables;
(ii) all Other IntangiblesInventory;
(iii) all EquipmentGeneral Intangibles;
(iv) all InventoryIntellectual Property;
(v) all Documents and all Supporting Obligations of any kind given by any Person with respect thereto;
(vi) all Equipment;
(vii) all Investment Property and all Supporting Obligations of any kind given by any Person with respect thereto;
(viii) all Assigned Agreements;
(ix) all Deposit Accounts;
(x) all As-Extracted Collateral;
(xi) the Collateral Accounts, all cash and other property deposited therein or credited thereto from time to time, the extent not included Liquid Investments made pursuant to Section 2.07 and other monies and property of any kind of any Loan Party maintained with or in the foregoing, possession of or under the control of the Collateral Agent;
(xii) all securities books and records (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorcustomer lists, and all partnership interestscredit files, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files printouts and related property other computer materials and rights (including computer and peripheral equipmentrecords) necessary or helpful in enforcing, identifying or establishing of each Loan Party pertaining to any item of the Collateral; and
(viiixiii) to the extent not otherwise included, all Proceeds and products of all or any or all of the foregoing, whether existing on the date hereof or arising hereafterCollateral described in clauses (i) through (xii) hereof; provided, however, notwithstanding anything that, except as otherwise required by Section 6.12(d) of the Credit Agreement, the Collateral shall not include any Security owned by any Loan Party which constitutes a voting equity Security issued by a Foreign Subsidiary of such Loan Party that is a corporation for United States Federal Income tax purposes, in each case if and to the contrary contained hereinextent that the inclusion of such Security in the Collateral would cause the Collateral pledged by such Loan Party hereunder or under any other Finance Document to include in the aggregate more than 65% of the total combined voting power of all classes of voting securities of such Foreign Subsidiary and such inclusion would cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed repatriation of earnings of such Foreign Subsidiary to such Loan Party for United States federal income tax purposes in an amount reasonably deemed material by the Collateral Agent. For the avoidance of doubt, the Debtor is Collateral shall not assigninginclude (A) any currency supplied to any Loan Party under a vault cash custody, pledging bailment or otherwise encumbering under this Security Agreement its interests in any Federal Contract similar arrangement pursuant to which it is a partysuch Loan Party has no ownership interest in such currency, or in accounts (B) the amount of any settlement receivable arising from the disbursement of currency supplied to any Loan Party under a vault cash custody, bailment or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts similar arrangement pursuant to which it is a partysuch Loan Party has no ownership interest in such currency.
Appears in 1 contract
Grant of Security Interests. To secure (a) As collateral security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance by each Assignor of all of the Obligations such Assignor’s Obligations, and in order to induce the Administrative Agent and the Lenders to enter into the Revolving Credit Agreement and to make the Loans and provide the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers financial accommodations to the Borrowers contemplated therein, each such Assignor does hereby grant, pledge, assign and transfer unto the Collateral Agent, for the ratable benefit of the Lenders, and grants does hereby grant to the Collateral Agent, for the ratable benefit of the Lendersin its capacity as Collateral Agent hereunder, subject to Section 1.2, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired (the "Collateral"):
or created: (i) all Receivables;
cash, accounts, Deposit Accounts, Investment Property, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) all Other Intangibles;
each and every Receivable, (iii) all Equipment;
Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory;
, (v) any cash collateral account established with respect to the extent not included in the foregoing, all securities (whether certificated or uncertificated) such Assignor and all financial assetsmonies, whether now existing securities and instruments deposited or hereafter arisingrequired to be deposited in such cash collateral account, including(vi) all Equipment, without limitation(vii) all Marks, together with the registrations and right to all capital stock issued renewals thereof, and the goodwill of the business of such Assignor symbolized by any Person the Marks, (viii) all Patents and held by DebtorCopyrights, and all partnership interestsreissues, whether in the nature of a joint venturerenewals or extensions thereof, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(viix) to the extent not included in the foregoing, all computer programs and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Statesproprietary information, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the balance of every deposit account now terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or hereafter existing otherwise become a part of the Debtor Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with any bank the terms hereof) and all other shares of capital stock or other financial institution equity interests; and (C) all monies Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, whether now owned or hereafter acquired, (xiii) all booksother Goods, ledgers General Intangibles, Chattel Paper, Documents and records Instruments, (xiv) all Letter-of-Credit Rights, (xv) any existing Commercial Tort Claims, (xvi) all other personal property of such Assignor, whether now owned or hereafter acquired, (xvii) all documents of title evidencing or issued with respect to any of the foregoing, and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipmentxviii) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (including, whether existing on without limitation, all insurance and claims for insurance effected or held for the date hereof or arising hereafterbenefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the “Collateral”); provided, however, notwithstanding anything that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (v) or (w) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (w) of Section 7.10(a) of the Credit Agreement, to the contrary contained hereinextent that the Lender (as defined in that certain Loan Agreement by and among Huntsman Headquarters Corporation, Huntsman Petrochemical Corporation, Huntsman Chemical Corporation, Huntsman Packaging Corporation and U.S. Bank of Utah dated as of December 17, 1996 (the Debtor “Headquarters Loan Agreement”)) has consented to the grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined in the Headquarters Loan Agreement) hereunder); and (3) capital stock not required to be pledged hereunder pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement.
(b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is not assigning, pledging or otherwise encumbering deemed to have knowledge of such matters.
(c) The assignments and security interests under this Security Agreement its interests granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any Federal Contract of the Collateral pledged by it hereunder or from any liability to which it is a partyany Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in accounts respect of the Collateral pledged by it hereunder or receivables due made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder.
(d) The security interests of the Collateral Agent under this Agreement extend to Debtor under such Federal Contract, to all Collateral of the extent, but only to kind which is the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that subject of this proviso does not apply to, or in Agreement which any way limit, Debtor's assignment, pledge or encumbrance Assignor may acquire at any time during the continuation of Proceeds of all Federal Contracts to which it is a partythis Agreement.
Appears in 1 contract
Samples: Security Agreement (Huntsman LLC)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien onin, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership intereststhe goodwill of the business of such Assignor symbolized by the Marks, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoingall Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or Trade Secrets Rights, (viii) all other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
Goods, General Intangibles, Permits, Chattel Paper, Documents, Instruments, Investment Property (vii) except to the extent not included in pledged under the foregoingPledge Agreement) and other assets (including cash), all books, ledgers and records (ix) the Cash Collateral Account and all computer programsmonies, tapessecurities, discsinstruments and other investments deposited or required to be deposited in such Cash Collateral Account, punch cards(x) all other bank, data processing softwaredemand, transaction filestime savings, master files passbook, certificates of deposit and related property similar accounts maintained by such Assignor and rights all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (including computer and peripheral equipmentxi) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained hereincollectively, the Debtor is not assigning, pledging or otherwise encumbering "Collateral").
(b) The security interest of the Collateral Agent under this Security Agreement its interests in extends to all Collateral of the kind which is the subject of this Agreement which any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to Assignor may acquire at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that term of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Grant of Security Interests. To In order to secure the due payment and punctual payment performance of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, the Secured Obligations in accordance with the terms thereof thereof, each of Dove, Four Point and Dove International hereby grants to MEI a continuing security interest, subordinated as provided in the Subordination Agreement among Borrower, MEI, the MEI Principals and Chase dated as of November 4, 1997 (the "Subordination Agreement"), in and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, a first priority and continuing security interest in and lien on, all of the Debtor's their right, title and interest in, to and under in the followingfollowing property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): All of the Borrowers' right, title and interest in personal property, tangible and intangible, wherever located or situated and whether now owned or hereafter acquired or created, including but not limited to goods, accounts, intercompany obligations, partnership and joint venture interests, contract rights, documents, chattel paper, general intangibles, goodwill, equipment, inventory, investment property, instruments, copyrights, trademarks, trade names, insurance proceeds, cash and deposit accounts and any proceeds thereon, products thereof or income therefrom, further including but not limited to all of such Borrowers' rights, title and interest in and to each and every item and type of Product and Recorded Product, the scenario, screenplay or script upon which an item of Product is based, all of the properties thereof, tangible and intangible, and all domestic and foreign copyrights and all other rights therein and thereto, of every kind and character, whether now in existence or hereafter to be made or produced, and whether or not in possession of such Borrower, including with respect to each and every item of Product and/or Recorded Product and without limiting the foregoing language, each and all of the following particular rights and properties (to the extent they are owned or hereafter created or acquired by such Borrower):
(i) all Receivablesscenarios, screenplays and/or scripts at every stage thereof;
(ii) all Other Intangiblescommon law and/or statutory copyright and other rights in all literary and other properties (hereinafter called "said literary properties") which form the basis of each item of Product and/or Recorded Product and/or which are and/or will be incorporated into each item of Product and/or Recorded Product, all component parts of each item of Product and/or Recorded Product consisting of said literary properties, all rights in and to the story, all treatments of said story and said literary properties, together with all preliminary and final screenplays used and to be used in connection with the item of Product and/or Recorded Product, and all other literary material upon which the item of Product and/or Recorded Product is based or from which it is adapted;
(iii) all Equipmentrights in and to all music and musical compositions used and to be used in each item of Product and/or Recorded Product, including, each without limitation, all rights to record, rerecord, produce, reproduce or synchronize all of said music and musical compositions in and in connection therewith;
(iv) all Inventory;
(v) tangible personal property relating to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arisingeach item of Product and/or Recorded Product, including, without limitation, all capital stock issued by any Person exposed film, developed film, positives, negatives, prints, positive prints, answer prints, special effects, preparing materials (including interpositives, duplicate negatives, internegatives, color reversals, intermediates, lavenders, fine grain master prints and held by Debtormatrices, and all partnership interestsother forms of pre-print elements), sound tracks, cutouts, trims and any and all other physical properties of every kind and nature relating to such item of Product and/or Recorded Product, whether in completed form or in some state of completion, and all masters, duplicates, drafts, versions, variations and copies of each thereof, in all formats whether on film, videotape, disk or otherwise and all music sheets and promotional materials relating to such item of Product and/or Recorded Product (collectively, the nature "Physical Materials");
(v) all collaterals, allied, subsidiary and merchandising rights appurtenant or related to each item of Product and/or Recorded Product including, without limitation, the following rights: all rights to produce remakes or sequels or prequels to each item of Product and/or Recorded Product based upon each item of Product and/or Recorded Product, said literary properties or the theme of each item of Product and/or Recorded Product and/or the text or any part of said literary properties; all rights throughout the world to broadcast, transmit and/or reproduce by means of television (including commercially sponsored, sustaining and subscription or "pay" television) or by any process analogous thereto, now known or hereafter devised, each item of Product and/or Recorded Product or any remake or sequel or prequel to the item of Product and/or Recorded Product; all rights to produce primarily for television or similar use a joint venturemotion picture or series of motion pictures, limited liability company member's interestby use of film or any other recording device o medium now known or hereafter devised, master limited partnershipbased upon each item of Product and/or Recorded Product, teaming arrangement said literary properties or otherwiseany part thereof, including, without limitation, based upon any script, scenario or the like used in each item of Product and/or Recorded Product; all merchandising rights including, without limitation, all rights to use, exploit and license others to use and exploit any and all commercial tie-ups of any kind arising out of or connected with said literary properties, each item of Product and/or Recorded Product, the title or titles of each item of Product and/or Recorded Product, the characters of each item of Product and/or Recorded Product or said literary properties and/or the names or characteristics of said characters and including further, without limitation, any and all commercial exploitation in connection with or related to each item of Product and/or Recorded Product, any remake or sequel thereof and/or said literary properties;
(vi) all statutory copyrights, domestic and foreign, obtained or to the extent not included be obtained on each item of Product and/or Recorded Product, together with any and all copyrights obtained or to be obtained in the foregoingconnection with each item of Product and/or Recorded Product or any underlying or component elements of each item of Product and/or Recorded Product, including in each case without limitation, all other personal propertycopyrights on the property described in subparagraphs (I) through (v) inclusive, whether tangible or intangibleof this paragraph, and wherever located whether within or outside of together with the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor right to copyright (and all rights to payment renew or extend such copyrights) and the right to sue xx the name of money any Borrower for past, present and future infringements of the Debtorcopyright;
(vii) all insurance policies and completion bonds connected with each item of Product and/or Recorded Product and all proceeds which may be derived therefrom;
(viii) all rights to distribute, sell, rent, license the exhibition of and otherwise exploit and turn to account each item of Product and/or Recorded Product, the Physical Materials and rights in and to said story, other literary material upon which each item of Product and/or Recorded Product is based or from which it is adapted, and said music and musical compositions used or to be used in each item of Product and/or Recorded Product;
(ix) any and all sums, proceeds, money, products, profits or increases, including money profits or increases (as those terms are used in the UCC or otherwise) or other property obtained or to be obtained from the distribution, exhibition, sale or other uses or dispositions of each item of Product and/or Recorded Product or any part of each item of Product and/or Recorded Product, including, without limitation, all proceeds, profits, products and increases, whether in money or otherwise, from the sale, rental or licensing of each item of Product and/or Recorded Product including from collateral, allied, subsidiary and merchandising rights;
(x) the dramatic, nondramatic, stage, television, radio and publishing rights, title and interest in and to each item of Product and/or Recorded Product, and the right to obtain copyrights and renewals of copyrights therein;
(xi) the name or title of each item of Product and/or Recorded Product and all rights of such Borrower to the extent use thereof; including, without limitation, rights protected pursuant to trademark, service mark, xxfair competition and/or the rules and principles of law and of any other applicable statutory, common law, or other applicable statutes, common law, or other rule or principle of law;
(xii) any and all contract rights and/or chattel paper which may arise in connection with each item of Product and/or Recorded Product;
(xiii) all accounts and/or other rights to payment which such Borrower presently owns or which may arise in favor of such Borrower in the future, including, without limitation, any refund under a completion guaranty, all accounts and/or rights to payment due from exhibitors in connection with the distribution of each item of Product and/or Recorded Product, and from exploitation of any and all of the collateral, allied, subsidiary, merchandising and other rights in connection with item of Product and/or Recorded Product;
(xiv) any and all "general intangibles" (as that term is defined in the UCC) not elsewhere included in the foregoingthis definition, all booksincluding, ledgers and records without limitation, any and all computer programsgeneral intangibles consisting of any right to payment which may arise in the distribution or exploitation of any of the rights set out herein, tapesand any and all general intangible rights in favor of such Borrower for services or other performances by any third parties, discsincluding actors, punch cardswriters, data processing softwaredirectors, transaction filesindividual producers and/or any and all other performing or nonperforming artists in any way connected with each item of Product and/or Recorded Product, master files any and all general intangible rights in favor of such Borrower relating to licenses of sound or other equipment, licenses for any photograph or photographic process, and all general intangibles related property to the distribution or exploitation of each item of Product and/or Recorded Product including general intangibles related to or which grow out of the exhibition of each item of Product and/or Recorded Product and the exploitation of any and all other rights in each item of Product and/or Recorded Product set out in this definition;
(xv) any and all goods including computer inventory (as that term is defined in the UCC) which may arise in connection with the creation, production or delivery of each item of Product and/or Recorded and peripheral equipmentwhich goods pursuant to any production or distribution agreement or otherwise are owned by such Borrower;
(xvi) all and each of the rights, regardless of denomination, which arise in connection with the creation, production, completion of production, delivery, distribution, or other exploitation of each item of Product and/or Recorded Product, including, without limitation, any and all rights in favor of such Borrower, the ownership or control of which are or may become necessary or helpful desirable, in enforcingthe opinion of MEI, identifying or establishing any in order to complete production of each item of CollateralProduct and/or Recorded Product in the event that MEI exercises any rights it may have to take over and complete production of each item of Product and/or Recorded Product;
(xvii) any and all documents issued by any pledgeholder or bailee with respect to the item of Product and/or Recorded Product or any Physical Materials (whether or not in completed form) with respect thereto;
(xviii) any and all production accounts or other bank accounts established by such Borrower with respect to such item of Product and/or Recorded Product;
(xix) any and all rights of such Borrower under contracts relating to the production or acquisition of such item of Product and/or Recorded Product;
(xx) any and all rights of such Borrower under Distribution Agreements relating to each item of Product and/or Recorded Product; and
(viiixxi) to the extent not otherwise included, Proceeds of all Proceeds and products of or any or all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party.;
Appears in 1 contract
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations obligations of the Borrower contained in the Note and this Agreement and in the other Loan Documents to which it is a party and in order to induce the Agent and the Lenders Bank to enter into the Revolving Credit this Agreement and make the other Credit DocumentsAdvances provided for therein and herein in accordance with the terms hereof and thereof, the Debtor Borrower hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, Bank a first priority and continuing security interest in and lien on, all of the DebtorBorrower's right, title and interest in, to and under the following, whether now existing or hereafter acquired (all of which are herein collectively called the "Collateral"):
(i1) all Receivables;
(ii2) all Other Intangibles;
(iii3) all Equipment;
(iv4) all Inventory;
(v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi5) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Stateslocated, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor Borrower with any bank or other financial institution and all monies of the Debtor Borrower and all rights to payment of money of the DebtorBorrower;
(vii6) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii7) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and --------------------------- complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien onin, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership intereststhe goodwill of the business of such Assignor symbolized by the Marks, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoingall Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoingTrade Secrets Rights, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the extent not otherwise includedforegoing accounts, and (xi) all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on collectively, the date hereof or arising hereafter" Collateral"); provided, provided -------- however, notwithstanding anything that (x) in the case of any Instruments, Contracts, Chattel Paper or ------- General Intangibles that would otherwise be included in the Collateral, no security interest in the right, title and interest of any Assignor thereunder or therein will be granted pursuant to this Section 1.1 (and such Instruments, Contracts, Chattel Paper or General Intangibles shall not be deemed to constitute a part of the Collateral) for so long as, and to the contrary contained hereinextent that, the Debtor is granting of a security interest in the right, title and interest of such Assignor thereunder or therein pursuant to the terms hereof would result in a breach, default or termination of such Instruments, Contracts, Chattel Paper or General Intangibles, although the provisions of this clause (x) shall not assigningapply to (and the security interests created hereunder shall extend to)
(i) the right to receive monies due or to become due pursuant to such Instruments, pledging Contracts, Chattel Paper or General Intangibles, (ii) any equity interests owned by any Assignor in any Subsidiary of such Assignor, (iii) any such items of Collateral by and among any Assignor and any Subsidiary of any Assignor and (iv) the Transition Services Agreement and (y) in the case of any Equipment that would otherwise encumbering be included in the foregoing Collateral, the foregoing will not be deemed to grant a security interest therein under this Security Agreement its interests in any Federal Contract (and such Equipment shall not be deemed to which it constitute a part of the Collateral) if such Equipment is subject to a party, or in accounts or receivables due to Debtor under Lien permitted by Section 9.01(vii) of the Credit Agreement and the holder of such Federal Contract, Lien has not consented to the extent, but only Collateral Agent having a junior Lien on such Equipment.
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral of the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that kind which is the subject of this proviso does not apply to, or in Agreement which any way limit, Debtor's assignment, pledge or encumbrance Assignor may acquire at any time during the term of Proceeds of all Federal Contracts to which it is a partythis Agreement.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor does hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors as their interests may appear, a first priority and continuing security interest in and lien onin, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):from time to time acquired:
(i) all Receivableseach and every Receivable;
(ii) all Other IntangiblesContracts, together with all Contract Rights arising thereunder;
(iii) all EquipmentInventory;
(iv) all InventoryEquipment;
(v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership interests, whether in the nature goodwill of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwisethe business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to the extent not included be deposited in the foregoingsuch Cash Collateral Account;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereof;
(viii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the DebtorTrade Secrets Rights;
(viiix) all insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments;
(xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to the extent not included be deposited in any of the foregoing;
(xv) all Investment Property;
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvii) all Software and all Software licensing rights, all bookswritings, ledgers plans, specifications and records schematics, all engineering drawings, customer lists, goodwill and licenses, and all computer programsrecorded data of any kind or nature, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights regardless of the medium of recording;
(including computer and peripheral equipmentxviii) necessary or helpful in enforcing, identifying or establishing any item of Collateralall Supporting Obligations; and
(viiixix) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on including this clause (xix), collectively, the date hereof "Collateral"); provided that the Collateral that secures the Existing Senior Notes Obligations and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited to Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or arising hereafter; providedother obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), howeverall of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, notwithstanding anything and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the contrary contained hereinExisting Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Debtor Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignor.
(b) Notwithstanding anything contained herein to the contrary, "Collateral" shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest in, such Assignor's rights thereunder or such Assignor's grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not assigningaffect, pledging limit, restrict or otherwise encumbering under impair the grant by an Assignor of the security interest pursuant to this Security Agreement its interests in any Federal Contract to which it is a party, account or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge any money or other encumbrance would breach amounts due or violate to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or would cause Debtor to breach Software or violate such Federal Contract license or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyagreement governing the same.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter acquired (the "Collateral"):from time to time acquired:
(i) all Receivableseach and every Account;
(ii) all Other Intangiblescash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all proprietary information of such Assignor, including but not limited to all writings, plans, specifications and schematics, all engineering drawings, customer lists, all recorded data of any kind or nature, regardless of the medium of recording and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(ivx) all Deposit Accounts and all other deposit, cash management and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(vxvi) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiseInvestment Property;
(vixvii) to all Letter-of-Credit Rights (whether or not the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside respective letter of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtorcredit is evidenced by a writing);
(viixviii) all Marks and Domain Names, together with the registrations and right to all renewals thereof, and the extent not included in goodwill of the foregoing, business of such Assignor symbolized by the Marks;
(xix) all books, ledgers and records Patents;
(xx) all Permits;
(xxi) all Software and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights Software licensing rights;
(including computer and peripheral equipmentxxii) necessary or helpful in enforcing, identifying or establishing any item of Collateralall Supporting Obligations; and
(viiixxiii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on the "Collateral").
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) Notwithstanding anything to the contrary in this Agreement, (I) in the event that any Assignor acquires an item of Collateral at any time following the date hereof hereof, such Assignor may elect (which election shall be made by delivering written notice thereof to the Collateral Agent) that such Collateral shall not be required to be pledged pursuant to this Agreement as otherwise required above in this Section 1.1 so long as the book value or arising hereafterfair market value (as determined in good faith by the Borrower), whichever is greater, thereof is less than $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by the Borrower), whichever is greater, of all assets excluded from the security interests granted hereunder provided in this clause (c), exceed $5,000,000) and (II) this Agreement shall not constitute a grant of security interest in (i) any assets (including Equity Interests) to the extent that, as of the Effective Date, and for so long as, such grant of a security interest would violate a contractual obligation or applicable law binding on such asset, except to the extent the respective provisions of the contractual obligation or applicable law giving rise to such violation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (ii) any property of any person acquired by an Assignor after the Effective Date pursuant to Section 9.05(xxv) of the Credit Agreement if, and to the extent that, and for so long as, (A) such grant of security interest would violate applicable law or any contractual obligation binding upon such property and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such property in contemplation of or in connection with the acquisition of such Subsidiary (provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint-venture that is a Subsidiary, except to the extent the respective provisions of the contractual obligation or applicable law giving rise to such violation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC); provided, however, notwithstanding provided that each Assignor shall use its commercial reasonable efforts to avoid any such restriction described in this clause (ii) or (iii) rights in respect of any Letter of Credit to the extent any Assignor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose.
(d) Notwithstanding anything to the contrary contained hereinin this Agreement, the Debtor grant of a security interest hereunder in the Equity Interests of any Foreign Subsidiary by an Assignor (to the extent that such Assignor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract a Foreign Subsidiary) shall be limited solely to which it is a party, or in accounts or receivables due to Debtor under no more than 65% of the Voting Stock and 100% of the Non-Voting Stock of such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, DebtorAssignor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party"first tier" Foreign Subsidiaries.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, (whether at maturity or upon stated maturity, by acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance ) of all of the Obligations and its Obligations, in order to induce the Agent and the Lenders Secured Creditors to enter into the Revolving Credit Note Purchase Agreement the Assignor does hereby assign and transfer unto the other Credit DocumentsCollateral Agent, the Debtor and does hereby pledges, assigns, delivers, conveys pledge and transfers grant to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of the Assignor in, to and under all of the following, following (in each case whether now existing or hereafter acquired (the "Collateral"from time to time acquired):
(i) all Receivableseach and every Account;
(ii) all Other Intangiblescash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all computer programs of the Assignor and all intel- lectual property rights therein and all other proprietary information of the Assignor, including but not limited to Trade Secret Rights;
(v) all Contracts, together with all Contract Rights arising thereunder, including, without limitation, joint venture agreements, partnership agreements, and limited liability company agreements);
(vi) all Copyrights;
(vii) all Equipment;
(ivviii) all Documents;
(ix) all Equipment;
(x) all General Intangibles;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Inventory;
(vxiv) all Investment Property;
(xv) all Marks, together with the registrations and right to all renewals thereof, and the extent not included in goodwill of the foregoingbusiness of the Assignor symbolized by the Marks;
(xvi) all Patents;
(xvii) all Permits;
(xviii) all Software and all Software licensing rights, all securities (whether certificated or uncertificated) writings, plans, specifications and all financial assets, whether now existing or hereafter arising, including, without limitationschematics, all capital stock issued by any Person engineering drawings, customer lists, goodwill and held by Debtorlicenses, and all partnership interestsrecorded data of any kind or nature, whether in regardless of the nature medium of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiserecording;
(vixix) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the DebtorSupporting Obligations;
(viixx) to the extent not included in the foregoingall manuals, all bookstraining material, ledgers diagrams, know how and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) other necessary or helpful in enforcing, identifying or establishing any item of Collateraluseful materials to utilize the Compan's trade secrets and other business intangibles; and
(viiixxi) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoing, whether existing on foregoing (all of the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained hereinabove, the Debtor is not assigning, pledging or otherwise encumbering "Collateral").
(b) The security interest of the Collateral Agent under this Security Agreement its interests in any Federal Contract extends to all Collateral which the Assignor may acquire, or with respect to which it is a partythe Assignor may obtain rights, or in accounts or receivables due to Debtor under such Federal Contract, to at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that term of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Samples: Security Agreement (Emagin Corp)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, (whether at maturity or upon stated maturity, by acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance ) of all of the Obligations and its Obligations, in order to induce the Agent and the Lenders Secured Creditor to enter into the Revolving Credit Note Purchase Agreement the Assignor does hereby assign and transfer unto the other Credit DocumentsCollateral Agent, the Debtor and does hereby pledges, assigns, delivers, conveys pledge and transfers grant to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditor, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of the Assignor in, to and under all of the following, following (in each case whether now existing or hereafter acquired (the "Collateral"from time to time acquired):
(i) all Receivableseach and every Account;
(ii) all Other Intangiblescash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all computer programs of the Assignor and all intellectual property rights therein and all other proprietary information of the Assignor, including but not limited to Trade Secret Rights;
(v) all Contracts, together with all Contract Rights arising thereunder, including, without limitation, joint venture agreements, partnership agreements, and limited liability company agreements);
(vi) all Copyrights;
(vii) all Equipment;
(ivviii) all Documents;
(ix) all Equipment;
(x) all General Intangibles;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Inventory;
(vxiv) all Investment Property;
(xv) all Marks, together with the registrations and right to all renewals thereof, and the extent not included in goodwill of the foregoingbusiness of the Assignor symbolized by the Marks;
(xvi) all Patents;
(xvii) all Permits;
(xviii) all Software and all Software licensing rights, all securities (whether certificated or uncertificated) writings, plans, specifications and all financial assets, whether now existing or hereafter arising, including, without limitationschematics, all capital stock issued by any Person engineering drawings, customer lists, goodwill and held by Debtorlicenses, and all partnership interestsrecorded data of any kind or nature, whether in regardless of the nature medium of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiserecording;
(vixix) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the DebtorSupporting Obligations;
(viixx) to the extent not included in the foregoingall manuals, all bookstraining material, ledgers diagrams, know how and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) other necessary or helpful in enforcing, identifying or establishing any item of Collateraluseful materials to utilize the Company's trade secrets and other business intangibles; and
(viiixxi) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoing, whether existing on foregoing (all of the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained hereinabove, the Debtor is not assigning, pledging or otherwise encumbering "Subsidiary Collateral").
(b) The security interest of the Collateral Agent under this Security Agreement its interests in any Federal Contract extends to all Subsidiary Collateral which the Assignor may acquire, or with respect to which it is a partythe Assignor may obtain rights, or in accounts or receivables due to Debtor under such Federal Contract, to at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that term of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Samples: Security Agreement (Emagin Corp)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of (a) As security for all of the Obligations of such Assignor, each Assignor does hereby pledge, assign and in order to induce transfer unto the Agent Collateral Agent, and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor does hereby pledges, assigns, delivers, conveys and transfers grant to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien onof first priority in, all of the Debtor's right, title and interest of such Assignor in, to and under all of the followingfollowing collateral located on, used in connection with the ownership or operation of, or related to any of the Borrowing Base Properties, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) computer programs of such Assignor and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, intellectual property rights therein and all partnership interests, whether in the nature other proprietary information of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Statessuch Assignor, including, but not limited to, trade secrets (to the balance of every deposit account now or hereafter existing of the Debtor with extent such computer programs, intellectual property rights and proprietary information are assignable without violating any bank or agreements governing same), (vi) all other financial institution Goods, General Intangibles, Permits, Chattel Paper, Letter-of-Credit Rights, Commercial Tort Claims, Documents and all monies of the Debtor and all rights to payment of money of the Debtor;
Instruments, (vii) the Reserve Account and all Account Collateral, Borrowing Base Income, Cash Equivalents and other amounts permitted or required to be deposited therein pursuant to the extent not included in Credit Agreement, (viii) all revenues, receipts, income, accounts, and other Receivables derived or to be derived from the ownership or operation of any Borrowing Base Properties and related facilities located thereon, including, without limitation of the generality of the foregoing, all booksrent, ledgers advance deposits, charges for services and records other revenues and all computer programsincome derived or to be derived from the sale or rental of rooms, tapesapartments, discsunits or other facilities, punch cardsthe provision of services, data processing softwarethe sale of food, transaction filesbeverages and merchandise, master files and related property and rights the rental of shops, the leasing of commercial or residential spaces, the granting of concessions (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item concessions for the installation of Collateral; and
(viii) coin-operated machines to the extent not otherwise includedof such Assignor's interest therein) within or about any Borrowing Base Properties and related facilities, all Proceeds the rental or operation of parking facilities and products the provision of services to guests of any Borrowing Base Properties and related facilities located thereon and any other items of revenue, receipts or other income, (ix) all books and records of each Assignor with respect to any and all of the foregoingforegoing and (x) all Proceeds, whether existing on products and Supporting Obligations of any and all of the date hereof or arising hereafter; providedforegoing (all of each Assignor's right, howevertitle and interest in the above, notwithstanding anything to the contrary contained hereincollectively, the Debtor is not assigning, pledging or otherwise encumbering "Collateral").
(b) The security interest of the Collateral Agent under this Security Agreement its interests in extends to all Collateral of the kind which is the subject of this Agreement which any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to Assignor may acquire at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that term of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Samples: Credit Agreement (Eldertrust)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby (A) subject to clause (e) of this Section 1.1, assign and transfer unto the Obligations and in order to induce the Collateral Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the LendersBank Creditors, and grants does hereby pledge and grant to the Agent, Collateral Agent for the ratable benefit of the LendersBank Creditors, a first priority and continuing security interest in and lien onin, all of the Debtor's right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter acquired from time to time acquired, and (B) subject to clauses (d) and (e) of this Section 1.1, separately assign and transfer unto the "Collateral"):Collateral Agent for the benefit of the Senior Second Lien Notes Creditors, and does hereby separately pledge and grant to the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors, a separate continuing security interest in all of the right, title and interest of such Assignor in, to and under all personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired, including without limitation, the following:
(i) all Receivablesthe Securities Collateral;
(ii) all Other IntangiblesContracts, together with all Contract Rights arising thereunder;
(iii) all EquipmentInventory;
(iv) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all Inventorymoneys, securities and Instruments deposited or required to be deposited in such Cash Collateral Account;
(v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiseEquipment;
(vi) all Marks, together with the registrations and right to all renewals thereof, and the extent not included in goodwill of the foregoingbusiness of such Assignor symbolized by the Marks;
(vii) all Patents and Copyrights and all reissues, renewals and extensions thereof;
(viii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution Trade Secrets and all monies of the Debtor and all rights to payment of money of the DebtorTrade Secret Rights;
(viiix) all rights under insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments of such Assignor;
(xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts maintained by such Assignor with any Person, together with all monies, securities, Instruments and other investments deposited or required to the extent not included be deposited in any of the foregoing;
(xv) all Investment Property;
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvii) all Software and all Software licensing rights, all bookswritings, ledgers plans, specifications and records schematics, all engineering drawings, customer lists, goodwill and licenses, and all computer programsrecorded data of any kind or nature, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item regardless of Collateral; andthe medium of recording;
(viiixviii) to the extent not otherwise included, all Supporting Obligations;
(xix) all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on including this clause (xix), collectively, the date hereof or arising hereafter; provided, however, notwithstanding “Collateral”).
(b) Notwithstanding anything to the contrary contained hereinin this Section 1.1 or elsewhere in this Agreement, each Assignor, the Debtor is not assigningCollateral Agent, pledging the LC Facility Administrative Agent (on behalf of the Bank Creditors) and the Senior Second Lien Notes Indenture Trustee (on behalf of the Senior Second Lien Notes Creditors) acknowledge and agree that (w) the security interest granted pursuant to this Agreement (including pursuant to this Section 1.1) to the Collateral Agent (i) for the benefit of the Bank Creditors, shall be a “first” priority senior security interest in the Collateral and (ii) for the benefit of the Senior Second Lien Notes Creditors, shall be a “second” priority security interest in the Collateral fully junior, subordinated and subject to the security interest granted to the Collateral Agent for the benefit of the Bank Creditors on the terms and conditions set forth in this Agreement, in the other Security Documents and in the Senior Second Lien Notes Documents and all other rights and benefits afforded hereunder to the Senior Second Lien Notes Creditors are expressly subject to the terms and conditions of this Agreement, the other Security Documents and the Senior Second Lien Notes Documents, (x) the Senior Second Lien Notes Creditors’ security interests in the Collateral constitute security interests separate and apart (and of a different class and claim) from the Bank Creditors’ security interests in the Collateral, (y) the grants of security interest hereunder constitute two separate and distinct grants of security, one in favor of the Collateral Agent for the benefit of the Bank Creditors, the second in favor of the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors, and (z) in the event of any conflict between the provisions of this Agreement or otherwise encumbering any other Security Document and the provisions of the Senior Second Lien Notes Documents, the terms of this Agreement and the other Security Documents shall prevail.
(c) The security interest of the Collateral Agent under this Security Agreement its interests in extends to all Collateral of the kind which is the subject of this Agreement which any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, Assignor may acquire at any time during the continuation of this Agreement.
(d) Notwithstanding anything to the extentcontrary contained in this Agreement, but only the Senior Second Lien Notes Creditors shall not have a security interest in, and the grant of security interests pursuant to this Section 1.1 for the benefit of the Senior Second Lien Notes Creditors shall not extend to, any Second Lien Excluded Collateral.
(e) Notwithstanding anything to the extentcontrary contained in this Agreement, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does the Excluded Collateral shall not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyconstitute Collateral as defined herein.
Appears in 1 contract
Grant of Security Interests. To secure the due Mortgagor does hereby grant, mortgage, assign, and punctual payment of all Obligationsconvey to Mortgagee, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due its successors and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit and security of the Lenders, Mortgagee under and grants subject to the Agentterms and conditions herein set forth, for the ratable benefit following property (the “Mortgaged Property”):
(a) All of the Lenders, a first priority and continuing security interest in and lien on, all of the Debtor's Mortgagor’s present or hereafter acquired right, title and interest in, in and to and under the following, whether now existing or hereafter acquired (the "Collateral")::
(i) all Receivables;the patented and unpatented federal mining claims (collectively, the “Mining Claims”) described on Exhibit A, together with
(ii) the fee simple estates (the “Owned Property”) described on Exhibit A (the Mining Claims and the Owned Property, being collectively called the “Claims”); including, without limitation, all Other Intangiblesrelocations of, amendments to and patents or land exchanges obtained in lieu of the Mining Claims (which shall be included in the definition of “Mining Claims); all veins, lodes and ledges and all of the dips, spurs, angles, pits, dumps, ponds, tailings, xxxxx heaps, slag piles and stock piles situate on the Claims or therein or appurtenant thereto; together with all of the other minerals and ore (collectively, the “Minerals”) in, on or under the Claims (the Claims and the Minerals being collectively called the “Lands”); together with all surface rights, easements, rights-of-way, and all other rights of Mortgagor to use, mine, remove and process the Minerals;
(iiib) All of Mortgagor’s present or hereafter acquired right, title and interest in and to the following: (i) (collectively, the “Improvements”): all buildings, structures and improvements, and those fixtures which are not Excluded Fixtures, as hereinafter defined, and any alterations thereto or replacements thereof, now or hereafter located in, on or under, affixed or made appurtenant to or erected on the Lands, and (ii) (collectively, the “Easements”) all Equipmenteasements, licenses, privileges, uses and rights-of-way now or hereafter appurtenant to the Lands or the Improvements or used in connection therewith or with the mining of the Minerals;
(ivc) All of Mortgagor’s present or hereafter acquired right, title and interest in and to the following (collectively, the “Water Rights”): all Inventory;water and water rights, together with all applications for water rights or applications or permits for the use, transfer or change of water rights, ditch and ditch rights, well and well rights, reservoir and reservoir rights, stock or interest in irrigation or ditch companies appurtenant to the Lands other than those water rights received from or through ASARCO Incorporated; and
(vd) to All proceeds of the extent not included conversion, voluntary or involuntary, of any of the Mortgaged Property described in the foregoing, all securities paragraphs (whether certificated a) through (c) of this section 1.1 into cash or uncertificated) and all financial assets, whether now existing or hereafter arisingliquidated claims, including, without limitation, proceeds of insurance and condemnation awards. Without limiting any of the other provisions of this Mortgage, Mortgagor further expressly grants to Mortgagee, as secured party, a security interest in all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in of those portions of the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement Mortgaged Property which are or otherwise;
(vi) may be subject to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights Montana Uniform Commercial Code provisions applicable to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partysecured transactions.
Appears in 1 contract
Grant of Security Interests. To secure (a) As collateral security for the due prompt and punctual complete payment and performance of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become the Secured Obligations when due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Administrative Agent and the Lenders to enter into continue to provide the Revolving financial accommodations to Borrower under the Credit Agreement Agreement, each New Assignor does hereby grant, pledge, assign and transfer unto the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers to the Collateral Agent, in its capacity as Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Parties, a first priority and continuing security interest of first priority in and lien on, all of the Debtor's right, title and interest of such New Assignor in, to and under all of the following, whether now existing or hereafter from time to time arising, and whether now owned or hereafter from time to time acquired (the "Collateral"):
or created: (i) all Receivables;
cash, accounts, deposits, Deposit Accounts, Investment Property, securities accounts, securities and insurance policies now or at any time hereafter in the possession or under control of such New Assignor or its respective bailees and any interest therein, (ii) all Other Intangibles;
each and every Receivable, (iii) all Equipment;
Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Inventory;
, (v) any cash collateral account established with respect to such New Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks, together with the extent not included registrations and right to all
(1) all Capital Stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms of the Agreement) and (2) all other Capital Stock; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all securities other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (whether certificated or uncertificatedxiv) and all financial assetsLetter-of-Credit Rights, (xv) any Commercial Tort Claims described on Schedule 2.1(k), (xvi) all other personal property of such New Assignor, whether now existing owned or hereafter arisingacquired, (xvii) all documents of title evidencing or issued with respect to any of the foregoing, and (xviii) all Proceeds and products of any and all of the foregoing (including, without limitation, all capital stock issued by insurance and claims for insurance effected or held for the benefit of such New Assignor in respect thereof) (all of the above, as limited below in Sections 2.1(c) and 2.1(d) of this Supplement and Sections 1.1(c) and 1.1(d) of the Agreement, collectively, the “Collateral”); provided, however, that the security interests granted hereunder shall only cover any Person New Assignor’s right, title and held by Debtorinterest in any asset subject to liens described in clause (2) of Section 8.1(h) of the Credit Agreement, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included that the Lender (as defined in that certain Loan Agreement by and among Huntsman Headquarters Corporation, Huntsman Petrochemical Corporation, Huntsman Chemical Corporation, Huntsman Packaging Corporation and U.S. Bank of Utah dated as of December 17, 1996 (the “Headquarters Loan Agreement”) has consented to the grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined in the foregoing, Headquarters Loan Agreement) hereunder.
(b) The security interests of the Collateral Agent under this Supplement and the Agreement extend to all other personal property, Collateral of the kind which is the subject of this Supplement and the Agreement (but subject to the limitations contained in this Supplement and the Agreement) which any New Assignor may acquire at any time during the continuation of this Agreement.
(c) The Collateral shall not include any property or assets (whether tangible or intangible, and wherever located whether within including without limitation, Capital Stock) or outside any right, title or interest in respect thereof (i) which constitutes the Capital Stock (as defined in the Senior Secured Notes Indenture) of Subsidiaries (as defined in the Senior Secured Notes Indenture) of the United StatesBorrower or of any Guarantor (as defined in the Senior Secured Notes Indenture), or any Stock Rights or Proceeds thereof in any Capital Stock, (ii) which is subject to an agreement that expressly prohibits the assignment thereof, or the creation of a security interest therein (including, but not limited towithout limitation, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights Receivables subject to payment of money of the Debtor;
a Permitted Accounts Receivables Securitization), (viiiii) to the extent not included in that any law or regulation applicable to such rights or property prohibits the foregoing, all books, ledgers assignment thereof or the creation of a security interest therein and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viiiiv) to the extent that such collateral is not otherwise includedrequired to be pledged under Section 7.11(a), all Proceeds and products of any (c) or all (d) of the foregoing, whether existing on the date hereof or arising hereafterCredit Agreement; provided, however, notwithstanding anything to that such rights and property described in the contrary contained herein, preceding clauses (ii) and (iii) shall be excluded from the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but Collateral only to the extentextent and for so long as such agreement (in the case of clause (ii)) or such law (in the case of clause (iii)) continues to expressly prohibit the creation of such security interest, and upon the expiration of such assignmentprohibition, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts the rights and property as to which it is a partysuch prohibition previously applied shall automatically be included in the Collateral, without further action on the part of any New Assignor or the Collateral Agent.
Appears in 1 contract
Samples: Collateral Security Agreement (Huntsman International LLC)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations obligations of the Borrower contained in the Notes and this Agreement and in the other Loan Documents to which it is a party and in order to induce the Agent and the Lenders Bank to enter into the Revolving Credit this Agreement and make the other Credit DocumentsAdvances and the Term Loan provided for therein and herein in accordance with the terms hereof and thereof, the Debtor Borrower hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, Bank a first priority and continuing security interest in and lien on, all of the DebtorBorrower's right, title and interest in, to and under the following, whether now existing or hereafter acquired (all of which are herein collectively called the "Collateral"):
(i1) all Receivables;
(ii2) all Other Intangibles;
(iii3) all Equipment;
(iv4) all Inventory;
(v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi5) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Stateslocated, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor Borrower with any bank or other financial institution and all monies of the Debtor Borrower and all rights to payment of money of the DebtorBorrower;
(vii6) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii7) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything . Notwithstanding any provision herein to the contrary contained hereincontrary, the Debtor is Bank shall not assigning, pledging or otherwise encumbering under this Security Agreement its interests have a security interest in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, of the above property to the extent, but only extent the granting of a security interest therein violates any provision of applicable law or any contract with an Account Debtor giving rise to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyReceivable.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt --------------------------- and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien onin, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership intereststhe goodwill of the business of such Assignor symbolized by the Marks, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoingall Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoingTrade Secrets Rights, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the extent not otherwise includedCash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all Proceeds other bank, demand, time savings, cash management, passbook, certificates of deposit and products similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of any or the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the foregoing, whether existing on the date hereof or arising hereafter; FCC (provided, however, notwithstanding anything to that such security interest does not include, and the contrary contained herein-------- ------- term "Collateral" does not include, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in at any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, time any FCC License to the extent, but only to the extent, that such assignmentAssignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, pledge and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other encumbrance would breach consideration derived or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, derivable from or in connection with the sale, assignment or transfer of any way limitFCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, Debtor's assignmentcollectively, pledge or encumbrance the "Collateral").
(b) The security interest of Proceeds the Collateral Agent under this Agreement extends to all Collateral of all Federal Contracts to the kind which it is a partythe subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
Appears in 1 contract
Samples: Security Agreement (Idt Corp)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations Obligations, each Grantor does hereby pledge, collaterally assign and in order to induce transfer unto the Administrative Agent for the benefit of each of the Secured Parties, and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor does hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Administrative Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit each of the LendersSecured Parties, a first priority and continuing security interest in and lien onLien upon, all of the Debtor's right, title and interest of such Grantor in, to and under all personal and fixture Property of every kind and nature, whether tangible or intangible, including, without limitation, all of the right, title and interest of such Grantor in, to and under each of the following, whether now existing or from time to time hereafter acquired (the "Collateral"):
created, arising or acquired: (i) all Receivables;
each and every Receivable; (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder; (iii) all Equipment;
Inventory; (iv) all Inventory;
Equipment; (v) to the extent not included in the foregoingall Marks, all securities (whether certificated or uncertificated) Patents and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by DebtorCopyrights, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
other Intellectual Property; (vi) to the extent not included in the foregoingall computer programs and computer software of every description and all intellectual property rights therein, and all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Statesproprietary information, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
Trade Secret Rights; (vii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments; (viii) all Deposit Accounts; (ix) all Letter-of-Credit Rights; (x) all Commercial Tort Claims; (xi) all Investment Property; (xii) all Supporting Obligations; (xiii) to the extent not already included in the foregoingabove, all booksclaims, ledgers demands, judgements, rights, choses in action, equities, credits, bank accounts, investment and records Securities Accounts, cash on hand and in banks or with other financial institutions, lock boxes and other post office boxes, bonds and all computer programsother securities of every description, tapesinvestments, discsinsurance policies, punch cardsincluding the cash surrender value thereof and all proceeds thereof, data processing softwareand all federal, transaction filesstate and local tax refunds and/or abatements to which such Grantor is or may from time to time become entitled, master files no matter how or when arising, including, but not limited to, any loss carryback tax refunds; (xiv) each Cash Collateral Account established for such Grantor and related property all monies, securities and rights Instruments deposited or required to be deposited in any such Cash Collateral Account; and (including computer and peripheral equipmentxv) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (all of the Property identified or described in foregoing clauses (i) through (xv), whether existing on inclusive, being herein called, collectively, the date hereof “Security Agreement Collateral”).
(b) The security interests and Liens granted to the Administrative Agent under this Agreement extend (i) to all Property of the kind which is the subject of this Agreement which any Grantor may own or arising hereafterotherwise acquire at any time or from time to time during the continuation of this Agreement, and (ii) to any and all Proceeds or products thereof.
(c) Notwithstanding the foregoing the Security Agreement Collateral shall not include (i) any Property in which a Grantor is not permitted, by Applicable Law or by the terms of any Instrument to which such Grantor is a party or by which such Grantor or any of its Property is bound, to grant a security interest or Lien and (ii) Investment Property held by the Parent Company in any of the Excluded Subsidiaries; provided, however, notwithstanding anything to that all Proceeds of any and all Property and Investment Property described in the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under foregoing provisions of this paragraph (c) shall in any event constitute Security Agreement its interests Collateral in any Federal Contract to which it is the Administrative Agent shall have a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partysecurity interest and Lien.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, (whether at maturity or upon stated maturity, by acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance ) of all of the Obligations and its Obligations, in order to induce the Agent and the Lenders Secured Creditor to enter into the Revolving Credit Note Purchase Agreement the Assignor does hereby assign and transfer unto the other Credit DocumentsCollateral Agent, the Debtor and does hereby pledges, assigns, delivers, conveys pledge and transfers grant to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditor, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of the Assignor in, to and under all of the following, following (in each case whether now existing or hereafter acquired (the "Collateral"from time to time acquired):
(i) all Receivableseach and every Account;
(ii) all Other Intangiblescash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all computer programs of the Assignor and all intellectual property rights therein and all other proprietary information of the Assignor, including but not limited to Trade Secret Rights;
(v) all Contracts, together with all Contract Rights arising thereunder, including, without limitation, joint venture agreements, partnership agreements, and limited liability company agreements);
(vi) all Copyrights;
(vii) all Equipment;
(ivviii) all Documents;
(ix) all Equipment;
(x) all General Intangibles;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Inventory;
(vxiv) all Investment Property;
(xv) all Marks, together with the registrations and right to all renewals thereof, and the extent not included in goodwill of the foregoingbusiness of the Assignor symbolized by the Marks;
(xvi) all Patents;
(xvii) all Permits;
(xviii) all Software and all Software licensing rights, all securities (whether certificated or uncertificated) writings, plans, specifications and all financial assets, whether now existing or hereafter arising, including, without limitationschematics, all capital stock issued by any Person engineering drawings, customer lists, goodwill and held by Debtorlicenses, and all partnership interestsrecorded data of any kind or nature, whether in regardless of the nature medium of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiserecording;
(vixix) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the DebtorSupporting Obligations;
(viixx) to the extent not included in the foregoingall manuals, all bookstraining material, ledgers diagrams, know how and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) other necessary or helpful in enforcing, identifying or establishing any item of Collateraluseful materials to utilize the Company's trade secrets and other business intangibles; and
(viiixxi) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoing, whether existing on foregoing (all of the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained hereinabove, the Debtor is not assigning, pledging or otherwise encumbering "Company Collateral").
(b) The security interest of the Collateral Agent under this Security Agreement its interests in any Federal Contract extends to all Company Collateral which the Assignor may acquire, or with respect to which it is a partythe Assignor may obtain rights, or in accounts or receivables due to Debtor under such Federal Contract, to at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that term of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Grant of Security Interests. To secure As security for the prompt and complete payment and performance when due and punctual payment of all the Secured Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, Secured Party a first priority and continuing security interest in and lien on, to all of the Debtor's following property (collectively, the "Pledged Collateral"): all of the right, title and interest of Debtor in, to and under the following, whether (I) all Receivables (as defined in Section 17 of this Agreement) now existing or hereafter arising from time to time; (II) all Inventory (as defined in Section 17) now existing or hereafter acquired from time to time; (the "Collateral"):
(iIII) all Receivables;
books, records, ledgers, print-outs, file materials and other papers containing information relating to Receivables and any account debtors in respect thereof, together with all Contracts (iias defined in Section 17) all Other Intangibles;
(iii) all Equipment;
(iv) all Inventory;
(v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, arising from time to time; (IV) all capital stock issued by Equipment (as defined in Section 17) now existing or hereafter acquired from time to time; (V) all Intangibles (as defined in Section 17) now existing or hereafter acquired from time to time; (VI) all Investment Property (as defined in Section 17) now existing or hereafter acquired from time to time; (VII) all Insurance Policies (as defined in Section 17) now existing or hereafter acquired from time to time; (VIII) all Licenses (as defined in Section 17) now existing or hereafter arising from time to time; and (IX) any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing property of the Debtor of every name and nature which from time to time after the date hereof, by delivery or by writing of any kind for the purposes hereof, shall have been conveyed, mortgaged, pledged, assigned or transferred by Debtor or by anyone on its behalf or with any bank or other financial institution its consent to the Secured Party, as and for additional security for the payment of the Secured Obligation; and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor does hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lendersrelevant Secured Creditors as their interests may appear, a first priority and continuing security interest in and lien onin, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):from time to time acquired:
(i) all Receivableseach and every Receivable;
(ii) all Other IntangiblesContracts, together with all Contract Rights arising thereunder;
(iii) all EquipmentInventory;
(iv) all InventoryEquipment;
(v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership interests, whether in the nature goodwill of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwisethe business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to the extent not included be deposited in the foregoingsuch Cash Collateral Account;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereof;
(viii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the DebtorTrade Secrets Rights;
(viiix) all insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments;
(xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to the extent not included be deposited in any of the foregoing;
(xv) all Investment Property;
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvii) all Software and all Software licensing rights, all bookswritings, ledgers plans, specifications and records schematics, all engineering drawings, customer lists, goodwill and licenses, and all computer programsrecorded data of any kind or nature, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights regardless of the medium of recording;
(including computer and peripheral equipmentxviii) necessary or helpful in enforcing, identifying or establishing any item of Collateralall Supporting Obligations; and
(viiixix) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoing (all of the above, including this clause (xix), collectively, the “Collateral”); provided that notwithstanding the foregoing, whether existing on (x) the date hereof or arising hereafter; providedCollateral that secures the Existing Senior Notes Obligations of a Specified Existing Senior Notes Assignor shall be limited to Designated Existing Senior Notes Collateral owned by such Specified Existing Senior Notes Assignor, howeverall of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Existing Senior Notes Assignor, notwithstanding anything and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Existing Senior Notes Assignor that are to be applied to the contrary contained hereinExisting Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Debtor Designated Existing Senior Notes Collateral of such Specified Existing Senior Notes Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Existing Senior Notes Assignor and (y) the Collateral that secures the RAI Senior Notes Obligations of a Specified RAI Senior Notes Assignor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified RAI Senior Notes Assignor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified RAI Senior Notes Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified RAI Senior Notes Assignor that are to be applied to the RAI Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated RAI Senior Notes Collateral of such Specified RAI Senior Notes Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified RAI Senior Notes Assignor.
(b) Notwithstanding anything contained herein to the contrary, (i) the term “Collateral” as used herein shall not include any Copyright, Mxxx, Patent, Trade Secret, computer program or Software to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest in, any Assignor’s rights thereunder or such Assignor’s grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not assigningaffect, pledging limit, restrict or otherwise encumbering under impair the grant by an Assignor of the security interest pursuant to this Security Agreement its interests in any Federal account or any money or other amounts due or to become due under any such Copyright, Mxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same, (ii) the term “Collateral” as used herein shall not include (x) the RJRTH Intercompany Note and any Contract to which it is a partyRights or General Intangibles of the Borrower arising under the Pledge Agreement in its capacity as RJRTH Intercompany Note Creditor, (y) any Equity Interests owned or in accounts or receivables due to Debtor under such Federal Contract, held by any Assignor and (z) at any time prior to the extent, but only exchange of at least 51% in aggregate principal amount of each series of Existing Senior Notes for Exchange Senior Notes pursuant to the extentExisting Senior Notes Exchange (and the elimination of the lien covenant in the Existing Senior Notes Indenture as consented to by the requisite holders of the Existing Senior Notes), such all indebtedness and other obligations owing by a Subsidiary of RJRTH to RJRTH or any of its Subsidiaries and (iii) in the case of any sale, assignment, pledge transfer or grant of a security interest hereunder by a Restricted Assignor only, the term “Collateral” shall not include any Collateral (determined as provided herein without regard to this clause (iii)) of such Restricted Assignor other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable theretothan (x) Collateral of the type described in clauses (v), it being understood that this proviso does not apply to(vi), or (vii), (viii) and (xix) of Section 1.1(a) and (y) all other Collateral of the type which may be perfected by the filling of a UCC-1 financing statement in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyrelevant jurisdiction.
Appears in 1 contract
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of (a) As security for all of the Obligations of such Assignor, each Assignor does hereby pledge, assign and in order to induce transfer unto the Agent Collateral Agent, and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor does hereby pledges, assigns, delivers, conveys and transfers grant to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien onof first priority in, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) computer programs of such Assignor and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, intellectual property rights therein and all partnership interests, whether in the nature other proprietary information of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Statessuch Assignor, including, but not limited to, trade secrets (to the balance of every deposit account now or hereafter existing of the Debtor with extent such computer programs, intellectual property rights and proprietary information are assignable without violating any bank or agreements governing same), (vi) all other financial institution Goods, General Intangibles, Permits, Chattel Paper, Documents and all monies of the Debtor and all rights to payment of money of the Debtor;
Instruments, (vii) the Cash Collateral Account and all monies, securities, instruments and other Cash Equivalents deposited or required to be deposited in such Cash Collateral Account, (viii) all present and future bank accounts of such Assignor including, without limitation, any demand, time savings, passbook, certificates of deposit, or like accounts maintained by such Assignor with any bank, savings and loan association, credit union or other organization, all money, cash and checks, drafts, notes, bills, bills of exchange, securities, investments, bonds or other instruments, writings or property of such Assignor from time to time received, receivable or otherwise distributed in respect thereof, in renewal or extension thereof, or in exchange therefor, whether or not deposited in any such deposit account (collectively, the extent not included in "Pledged Accounts"), (ix) all revenues, receipts, income, accounts, and other Receivables derived or to be derived from the ownership or operation of any Borrowing Base Properties and Borrowing Base Pledged Mortgage Loans and related facilities located thereon, including, without limitation of the generality of the foregoing, all booksrent, ledgers advance deposits, charges for services and records other revenues and all computer programsincome derived or to be derived from the sale or rental of rooms, tapesapartments, discsunits or other facilities, punch cardsthe provision of services, data processing softwarethe sale of food, transaction filesbeverages and merchandise, master files and related property and rights the rental of shops, the leasing of commercial or residential spaces, the granting of concessions (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item concessions for the installation of Collateral; and
(viii) coin-operated machines to the extent not otherwise includedof such Assignor's interest therein) within or about any Borrowing Base Properties and related facilities, the rental or operation of parking facilities and the provision of services to guests of any Borrowing Base Properties and related facilities located thereon and any other items of revenue, receipts or other income, (x) all books and records of each Assignor with respect to any and all of the foregoing and (xi) all Proceeds and products of any or and all of the foregoingforegoing (all of each Assignor's right, whether existing on title and interest in the date hereof or arising hereafter; providedabove, however, notwithstanding anything to the contrary contained hereincollectively, the Debtor is not assigning, pledging or otherwise encumbering "Collateral").
(b) The security interest of the Collateral Agent under this Security Agreement its interests in extends to all Collateral of the kind which is the subject of this Agreement which any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to Assignor may acquire at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that term of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Samples: Credit Agreement (Eldertrust)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Administrative Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Administrative Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a continuing first priority Lien and continuing security interest (having the priority contemplated in and lien onthe DIP Credit Agreement) in, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) Contracts, together with all Other Intangibles;
Contract Rights arising thereunder, (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership intereststhe goodwill of the business of such Assignor symbolized by the Marks, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoingall Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoingTrade Secrets Rights, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the extent not otherwise includedCash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all Proceeds other bank, demand, time savings, cash management, passbook, certificates of deposit and products similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of any or the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the foregoing, whether existing on the date hereof or arising hereafter; FCC (provided, however, notwithstanding anything to that such security interest does not include, and the contrary contained hereinterm "Collateral" does not include, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in at any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, time any FCC License to the extent, but only to the extent, that such assignmentAssignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, pledge and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other encumbrance would breach consideration derived or violate derivable from or would cause Debtor in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").
(b) The security interest of the Administrative Agent under this Agreement extends to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that this proviso the security interest created hereby does not apply to, or in extend to any way limit, Debtor's assignment, pledge or encumbrance assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of Proceeds of all Federal Contracts to which it is a partyany Assignor.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien onof first priority (subject to Permitted Liens) in, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):from time to time acquired:
(i) all Receivableseach and every Receivable;
(ii) all Other IntangiblesContracts, together with all Contract Rights arising thereunder (including, without limitation, the Contribution Agreement);
(iii) all EquipmentInventory;
(iv) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all Inventorymoneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiseEquipment;
(vi) all Marks, together with the registrations and right to all renewals thereof, and the extent not included in goodwill of the foregoingbusiness of such Assignor symbolized by the Marks;
(vii) all Patents and Copyrights and all reissues, renewals and extensions thereof;
(viii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution Trade Secrets and all monies of the Debtor and all rights to payment of money of the DebtorTrade Secret Rights;
(viiix) to all insurance policies;
(x) all other Goods (including, without limitation, Standing Timber), General Intangibles, Chattel Paper, Documents and Instruments of such Assignor (other than the extent not included in the foregoing, Pledged Securities);
(xi) all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of CollateralPermits; and
(viiixii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on collectively, the date hereof or arising hereafter; provided, however, notwithstanding "COLLATERAL").
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.
(c) Notwithstanding anything to the contrary contained hereinin clauses (a) and (b) above, the Debtor is security interest created by this Agreement shall not assigningextend to, pledging and the term "Collateral" shall not include any Equipment subject to a purchase money Lien permitted under Section 9.01(iii), (vii) or otherwise encumbering (xvi) of the Credit Agreement or a Lien securing Capital Lease Obligations permitted under this Security Agreement its interests Section 9.01(xv) of the Credit Agreement, in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, each case to the extent, but and only to the extent, that the instrument evidencing the purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, secured by such assignmentLien expressly prohibits any other Lien on such Equipment and only for so long as such purchase money Indebtedness or Capitalized Lease Obligations, pledge as the case may be, remains or other encumbrance would breach remain outstanding and upon the earlier of the termination of such prohibition or violate or would cause Debtor to breach or violate the satisfaction of such Federal Contract or statutes or regulations applicable theretoIndebtedness, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party.such
Appears in 1 contract
Grant of Security Interests. To (a) In order to secure the due prompt payment and punctual payment performance in full of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or Obligations of the Borrower and each Guarantor in full as and when due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit DocumentsLoan Documents (collectively, the Debtor “Secured Obligations”), each Pledgor hereby pledgessells, assigns, deliversconveys, conveys mortgages, pledges, hypothecates, transfers, confirms and transfers to grants unto the Agent, Secured Party for the equal and ratable benefit and security of PNC, each of the LendersBanks and any Affiliate of any of the Banks, and grants to the AgentSecured Party, for the ratable benefit of the Lenders, a lien on and a first priority and continuing security interest in and lien on, all of the Debtor's such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to and under the following, Pledged Collateral whether now existing or hereafter acquired (the "Collateral"):
(i) all Receivables;
(ii) all Other Intangibles;
(iii) all Equipment;
(iv) all Inventory;
(v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assetscoming into existence, whether now existing held or owned or hereafter arisingacquired, includingas now in existence or in effect or as hereafter modified, amended or supplemented, and wherever the same may be located.
(b) Upon the execution and delivery of this Agreement, and from time to time thereafter as required by Section 6(g), each Pledgor shall deliver to and deposit with the Secured Party in pledge, all stock certificates, instruments or other documents evidencing the Pledged Collateral owned by such Pledgor, together with undated stock powers, instruments or other documents signed in blank by such Pledgor.
(c) Any right, title and interest hereby assigned to the Secured Party hereunder includes, without limitation, the right to further assign such right, title and interest.
(d) Notwithstanding any provision of this Agreement to the contrary, each Pledgor, shall remain liable under the applicable Organizational Documents to observe and perform all capital stock issued the respective conditions and obligations to be observed and performed thereunder, all in accordance with and pursuant to the terms and provisions of the applicable Organizational Documents. The granting of any of the rights to the Secured Party hereunder shall not release such Pledgor from any of its duties or obligations under the applicable Organizational Documents or constitute an assumption by the Secured Party or such Bank of such duties and obligations. Neither the Secured Party nor any Bank shall have any obligation or liability under the applicable Organizational Documents by reason of or arising out of this Agreement or the assignment of the rights hereunder to the Secured Party or the receipt by the Secured Party of any payment under or relating to the applicable Organizational Documents pursuant hereto, nor shall the Secured Party or any Bank be required or obligated in any manner to perform or fulfill any of the obligations of such Pledgor under or pursuant to the applicable Organizational Documents, or to make any payment thereunder, or to make any inquiry as to the nature or the sufficiency of any payment received by the Secured Party or the sufficiency of any performance by any Person and held by Debtorparty under the applicable Organizational Documents, and all partnership interestsor to present or file any claim, whether in or to take any action to collect or enforce any performance or the nature payment of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) any amounts which may have been assigned to the extent not included in the foregoing, all other personal property, whether tangible Secured Party or intangible, and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, may be entitled at any time or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partytimes pursuant hereto.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations under the Obligations and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Notes Documents, each Assignor does hereby assign and transfer unto the Debtor Collateral Agent, and does hereby pledges, assigns, delivers, conveys pledge and transfers grant to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersNotes Secured Parties, a first priority and continuing security interest in and lien on, a Lien on all of the Debtor's right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"):”): *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(i) all Receivableseach and every Account;
(ii) all Other Intangiblescash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(ivx) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(vxvi) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiseInvestment Property;
(vixvii) to all Letter-of-Credit Rights (whether or not the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside respective letter of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtorcredit is evidenced by a writing);
(viixviii) all Marks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same; *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent not included in omitted portions.
(xix) all Patents, together with all causes of action arising prior to or after the foregoing, date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all books, ledgers and records Permits;
(xxi) all Software and all computer programslicensing rights to Software and all Software code of any kind or nature, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights regardless of the medium of recording;
(including computer and peripheral equipmentxxii) necessary or helpful in enforcing, identifying or establishing any item of Collateralall Supporting Obligations; and
(viiixxiii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoing, whether existing on the date hereof or arising hereafter; provided, howeverthat, notwithstanding anything subject to Section 10.8(c) hereof, the security interests granted herein shall not extend to, and the term “Collateral” shall not include, any Excluded Assets.
(b) The security interest of the Collateral Agent under this Agreement extends to all existing Collateral and all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Guarantor due to the contrary contained hereinfact that such Guarantor’s Capital Stock secures the Notes, then the Debtor is Capital Stock of such Guarantor will automatically be deemed not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to be part of the extentCollateral securing the Notes, but only to the extentextent necessary not to be subject to such requirement and only for so long as required not to be subject to such requirement. In such event, such assignmentthis Agreement may be amended or modified by the Assignors and the Collateral Agent (without the consent of any holder of the Notes) to the extent necessary to release the security interests in favor of the Collateral Agent on the Capital Stock that are so deemed to no longer constitute part of the Collateral for the Notes. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, pledge modified or other encumbrance would breach interpreted by the SEC to permit (or violate is replaced with another rule or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply toregulation, or any other law, rule or regulation is adopted, which would permit) such Guarantor’s Capital Stock to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any way limitother governmental agency) of separate financial statements of such Guarantor, Debtor's assignmentthen the Capital Stock of such Guarantor will automatically be deemed to be a part of the Collateral for the Notes and the relevant Assignor shall execute and deliver any and all such documents and take all such actions as necessary to re-grant, pledge perfect and/or maintain the Lien in favor of the Collateral Agent (subject to Permitted Liens) in accordance with this Agreement.
(d) Notwithstanding anything herein to the contrary, at any time the Intercreditor Agreement is in effect, the security interest and Lien granted pursuant to this Agreement and the exercise of any right or encumbrance remedy hereunder are subject to the provisions of Proceeds the Intercreditor Agreement and subordinate to the security interests granted to any Senior Credit Facility Secured Party under the Senior Credit Facility. In the event of all Federal Contracts any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control at any time the Intercreditor Agreement is in effect. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to which it is a partythe omitted portions.
Appears in 1 contract
Samples: Security Agreement (Green Field Energy Services, Inc.)
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent does hereby pledge and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien onof first priority in, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):
from time to time acquired: (i) all Receivables;
each and every Receivable, (ii) all Other Intangibles;
Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Equipment;
Inventory, (iv) all Inventory;
Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the extent goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot included in the foregoing, all securities (whether certificated or uncertificatedbe pledged) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature other proprietary information of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoingtrade secrets, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to the extent not otherwise includedbe deposited in such Cash Collateral Account, and (x) all Proceeds and products of any or and all of the foregoingforegoing (all of the above, whether existing on collectively, the date hereof or arising hereafter; provided, however, notwithstanding "Collateral"). Notwithstanding anything to the contrary contained hereinin the immediately preceding sentence, the Debtor is term Collateral shall not assigning, pledging or otherwise encumbering include motor vehicles.
(b) The security interest of the Collateral Agent under this Security Agreement its interests in extends to all Collateral of the kind which is the subject of this Agreement which any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to Assignor may acquire at any time during the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that continuation of this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyAgreement.
Appears in 1 contract
Samples: Security Agreement (Communications Instruments Inc)
Grant of Security Interests. To secure the due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of the Obligations obligations of the Client contained in the Credit Documents and the Base Documents to which it is a party and in order to induce the Agent and the Lenders Provider to enter into the Revolving Base Agreement and to enter into the Credit Agreement and make the other Credit Documentsloans and extend the credit provided for therein in accordance with the terms thereof, the Debtor Client hereby pledges, assigns, delivers, conveys and transfers to the Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lenders, Provider a first priority and continuing security interest in and lien on, all of the Debtor's Client’s right, title and interest in, to and under the following, whether now existing or hereafter acquired (all of which are herein collectively called the "“Collateral"”):
(i) all Receivables;
(ii) all Other Intangibles;
(iii) all Equipment;
(iv) all Inventory;
(v) to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtor, and all partnership interests, whether in the nature Letter of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiseCredit Rights;
(vi) Commercial Tort Claims;
(vii) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, and wherever located whether within or outside of the United Stateslocated, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor Client with any bank or other financial institution and all monies of the Debtor Client and all rights to payment of money of the DebtorClient;
(viiviii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viiiix) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter; provided, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a party.
Appears in 1 contract
Grant of Security Interests. To secure (a) the due prompt and punctual complete payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwisethe principal sum of $3,000,000.00 (Three Million Dollars) together with interest thereon, in accordance with the terms thereof of a promissory note dated as of the date hereof, issued by the Company to the Bank pursuant to the Loan Agreement, and the payment of the principal of, and interest on, each promissory note or notes issued in exchange or replacement therefor (all such promissory notes to secure herein as the due "Notes"), (b) all obligations and punctual other liabilities with respect to any transaction (including an agreement with respect thereto) now existing or hereafter entered into among the Company and the Bank or any subsidiary or affiliate of the Bank, which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures (any of the foregoing referred to herein as a "Rate Management Transaction"), (c) the performance of the covenants herein contained and any monies expended by the Bank in connection therewith and (d) the payment of all obligations and performance of all covenants of the Obligations Company under the Loan Agreement, any agreement entered into in connection with any Rate Management Transaction and in order to induce all other documents, agreements or instruments between the Agent Company and the Lenders Bank, in all cases whether now in existence or hereafter arising, executed in connection with the Loan Agreement or any agreement with respect to enter into any Rate Management Transaction, whether now in existence or hereafter arising, absolute or contingent, direct or indirect or otherwise, and including without limitation all interests, cost, expenses and attorneys fees accruing to, or incurred in collecting any of the Revolving Credit Agreement foregoing, or protecting, maintaining or liquidating any collateral with respect to any of the foregoing and further including all obligations incurred or accrued during the other Credit Documentspendency of any bankruptcy, insolvency, receivership or similar proceeding, regardless of whether allowed or allowable in any such proceeding, and all renewals, extensions, modifications, consolidations or substitutions of any of the foregoing (all of such indebtedness, obligations and liabilities of the Company being herein called the "Secured Obligations"), for value received and pursuant to the Loan Agreement, the Debtor Company hereby pledgesgrants, assigns, delivers, conveys assigns and transfers to the AgentBank a first-priority security interest and lien in and on the following described property whether now owned or existing or hereafter acquired or arising and wherever located (all of which is herein collectively called the "Collateral"):
(i) All the Airframes, for the ratable benefit of the LendersEngines and Parts;
(ii) All rights, title and interest in, to and under all Leases, and grants to the Agent, for the ratable benefit of the Lenders, a first priority and continuing security interest in and lien on, all of the Debtor's rents, issues, profits, accounts, general intangibles, chattel paper, and revenues arising from or otherwise relating to any Item of Equipment, including without limitation those arising under the Leases, whether now due and payable or hereafter becoming due and payable;
(iii) All right, title and interest in, to and under all purchase agreements relating to any of the followingforegoing, whether now existing or hereafter acquired (and the "Collateral"):
(i) full warranty xxxx of sale for all Receivables;
(ii) all Other Intangibles;
(iii) all Equipmentof the property purchased under such purchase agreements;
(iv) all Inventory;
(v) All books and records related in any way to any of the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arisingabove, including, without limitation, all capital stock issued by any Person maintenance logs and held by Debtorflight manuals and logs;
(v) All substitutions and replacements for, and all partnership interestsadditions and accessions to, whether in any and all of the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwise;foregoing; and
(vi) to the extent not included in the foregoing, all other personal property, whether tangible or intangible, All products and wherever located whether within or outside of the United States, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtor;
(vii) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products proceeds of any or and all of the foregoing, whether existing on including without limitation, (A) any and all proceeds of any insurance, indemnity, warranty or guaranty from time to time with respect to any of the date hereof or arising hereafter; providedCollateral, however, notwithstanding anything to the contrary contained herein, the Debtor is not assigning, pledging or otherwise encumbering under this Security Agreement its interests (B) any and all payments (in any Federal Contract form whatsoever) made or due and payable form time to which it is a partytime in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental body, authority, bureau or agency (or any person or entity acting under color of governmental authority) and (C) any and all other amounts from time to time paid or payable under or in accounts or receivables due to Debtor under connection with any of the Collateral (all such Federal Contract, to the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that amounts described in this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyclause (vi) referred herein as "Proceeds").
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Obligations, each Assignor does hereby assign (except in the Obligations case of Collateral which are ULC Shares) and in order to induce transfer unto the Agent Collateral Agent, and the Lenders to enter into the Revolving Credit Agreement does hereby pledge and the other Credit Documents, the Debtor hereby pledges, assigns, delivers, conveys and transfers grant to the Collateral Agent, for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the LendersSecured Creditors, a first priority and continuing security interest in and lien on, all of the Debtor's right, title and interest of such Assignor in, to and under all of the followingfollowing personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter acquired (the "Collateral"):from time to time acquired:
(i) each and every Account (and all Receivablesrights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper, Instrument, Document of Title or Intangible));
(ii) all Other Intangiblescash and money;
(iii) the Cash Collateral Account and all moneys, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, money, cheques, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts, Collateral Accounts and security entitlements and Securities credited thereto, and all cash, money, cheques, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) commodity accounts and all cash, money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper;
(vi) all promissory notes;
(vii) all Instruments and Securities;
(viii) all Inventory;
(ix) all Equipment;
(ivx) all InventoryGoods;
(vxi) all Investment Property;
(xii) all Intangibles (including corporate and other tax refunds);
(xiii) to the extent not included relating to, evidencing or governing any of the items referred to in the foregoingpreceding clauses (i) through (xii), all securities Permits, Documents of Title, Intangibles (whether certificated including data processing software but excluding Copyrights, Patents, Trade Secrets and Marks), Instruments, letter-of-credit rights, related letters of credit, guarantees and collateral liens and other claims and causes of action, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing (including to the purchase or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by import of any Person and held by Debtor, and all partnership interests, whether in the nature of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwiseInventory);
(vixiv) to the extent not included relating to, evidencing or governing any of the items referred to in the foregoingpreceding clauses (i) through (xiii), all other personal propertySupporting Obligations;
(xv) all books and records relating to the items referred to in the preceding clauses (i) through (x) (including all books, databases, customer lists, and records, whether tangible or intangibleelectronic, and wherever located whether within or outside which contain any information relating to any of the United States, including, but not limited to, items referred to in the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the Debtorpreceding clauses (i) through (xiii);
(viixvi) to the extent not included in the foregoingall substitutions, all booksreplacements accessions, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(viii) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoing, whether existing on including collateral security and guarantees with respect to any of the date foregoing and all cash, money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing; and
(xvii) (all of the above (i) to and including (xvi), collectively, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or arising hereafterother rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective against the Collateral Agent pursuant to Section 40(4) of the PPSA (or any successor provision or provisions of the PPSA of any relevant jurisdiction or any other applicable law) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained) (each a “Restricted Right”); provided, however, notwithstanding anything that the Security Interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the contrary contained hereinextent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (iii) any consumer goods; and (iv) the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any Assignor, but an Assignor will stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent may reasonably direct; (the assets described in the preceding clauses (i) through (iv) hereof, collectively the “Excluded Assets”). The Security Interest in respect of each Restricted Right will constitute a trust created in favour of the Collateral Agent for the benefit of the Secured Creditors, pursuant to which such Assignor holds as trustee all proceeds and other benefits arising under or in connection with the Restricted Right in trust for the Collateral Agent, for the benefit of the Secured Creditors, on the following basis (i) until an Event of Default shall have occurred and be continuing such Assignor is entitled to receive all such proceeds and other benefits; and (ii) if any Event of Default shall have occurred and be continuing, (A) all rights of such Assignor to receive such proceeds and other benefits cease and all such proceeds will be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors, and (B) such Assignor will take all actions requested by the Collateral Agent to collect and enforce payment and other rights arising under the Restricted Right.
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(d) Notwithstanding anything herein to the contrary, the Debtor is Assignors make no representations or warranties hereunder, and the covenants hereunder shall not assigningapply, pledging or otherwise encumbering under this Security Agreement its interests in any Federal Contract to which it is a party, or in accounts or receivables due to Debtor under such Federal Contract, to respect of the extent, but only to the extent, such assignment, pledge or other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable thereto, it being understood that this proviso does not apply to, or in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyExcluded Assets.
Appears in 1 contract
Grant of Security Interests. To secure (a) As security for the prompt and complete payment and performance when due and punctual payment of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, whether at maturity or upon acceleration or otherwise, in accordance with the terms thereof and to secure the due and punctual performance of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Obligations Collateral Agent, and in order to induce the Agent and the Lenders to enter into the Revolving Credit Agreement and the other Credit Documents, the Debtor does hereby pledges, assigns, delivers, conveys and transfers grant to the Agent, Collateral Agent for the ratable benefit of the Lenders, and grants to the Agent, for the ratable benefit of the Lendersrelevant Secured Creditors as their interests may appear, a first priority and continuing security interest in and lien onin, all of the Debtor's right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter acquired (the "Collateral"):from time to time acquired:
(i) all Receivableseach and every Receivable;
(ii) all Other IntangiblesContracts, together with all Contract Rights arising thereunder;
(iii) all EquipmentInventory;
(iv) all InventoryEquipment;
(v) all Marks, together with the registrations and right to the extent not included in the foregoing, all securities (whether certificated or uncertificated) and all financial assets, whether now existing or hereafter arising, including, without limitation, all capital stock issued by any Person and held by Debtorrenewals thereof, and all partnership interests, whether in the nature goodwill of a joint venture, limited liability company member's interest, master limited partnership, teaming arrangement or otherwisethe business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to the extent not included be deposited in the foregoingsuch Cash Collateral Account;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereof;
(viii) all computer programs of such Assignor and all intellectual property rights therein and all other personal property, whether tangible or intangible, and wherever located whether within or outside proprietary information of the United Statessuch Assignor, including, but not limited to, the balance of every deposit account now or hereafter existing of the Debtor with any bank or other financial institution and all monies of the Debtor and all rights to payment of money of the DebtorTrade Secrets Rights;
(viiix) all insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments;
(xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to the extent not included be deposited in any of the foregoing;
(xv) all Investment Property;
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvii) all Software and all Software licensing rights, all bookswritings, ledgers plans, specifications and records schematics, all engineering drawings, customer lists, goodwill and licenses, and all computer programsrecorded data of any kind or nature, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights regardless of the medium of recording;
(including computer and peripheral equipmentxviii) necessary or helpful in enforcing, identifying or establishing any item of Collateralall Supporting Obligations; and
(viiixix) to the extent not otherwise included, all Proceeds and products of any or and all of the foregoing (all of the above, including this clause (xix), collectively, the “Collateral”); provided that notwithstanding the foregoing, whether existing on the date hereof or arising hereafter; providedCollateral that secures the RAI Senior Notes Obligations of a Specified RAI Senior Notes Assignor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified RAI Senior Notes Assignor, howeverall of which Collateral shall also ratably secure all other Applicable Obligations of such Specified RAI Senior Notes Assignor, notwithstanding anything and the Collateral Proceeds with respect to any item of Collateral owned by a Specified RAI Senior Notes Assignor that are to be applied to the contrary contained hereinRAI Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Debtor Designated RAI Senior Notes Collateral of such Specified RAI Senior Notes Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified RAI Senior Notes Assignor.
(b) Notwithstanding anything contained herein to the contrary, (i) the term “Collateral” as used herein shall not include any Copyright, Mxxx, Patent, Trade Secret, computer program or Software to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest in, any Assignor’s rights thereunder or such Assignor’s grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not assigningaffect, pledging limit, restrict or otherwise encumbering under impair the grant by an Assignor of the security interest pursuant to this Security Agreement its interests in any Federal Contract account or any money or other amounts due or to which it is a partybecome due under any such Copyright, Mxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same, (ii) the term “Collateral” as used herein shall not include any Equity Interests owned or held by any Assignor and (iii) in accounts or receivables due to Debtor under such Federal Contractthe case of any sale, to the extent, but only to the extent, such assignment, pledge transfer or grant of a security interest hereunder by a Restricted Assignor only, the term “Collateral” shall not include any Collateral (determined as provided herein without regard to this clause (iii)) of such Restricted Assignor other encumbrance would breach or violate or would cause Debtor to breach or violate such Federal Contract or statutes or regulations applicable theretothan (x) Collateral of the type described in clauses (v), it being understood that this proviso does not apply to(vi), or (vii), (viii) and (xix) of Section 1.1(a) and (y) all other Collateral of the type which may be perfected by the filling of a UCC-1 financing statement in any way limit, Debtor's assignment, pledge or encumbrance of Proceeds of all Federal Contracts to which it is a partyrelevant jurisdiction.
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