Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appear, a continuing security interest in, all of the 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: (i) each and every Receivable; (ii) all Contracts, together with all Contract Rights arising thereunder; (iii) all Inventory; (iv) all Equipment; (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights; (ix) 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 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 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; (xviii) all Supporting Obligations; and (xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Secured Obligations, each Assignor Grantor does hereby sell, assign and transfer unto pledge to the Collateral Administrative Agent, and does hereby grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing of each Grantor, whether now existing or hereafter from time to time acquired:arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunderGoods;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksDocuments;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountInstruments;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereofChattel Paper;
(viii) all computer programs of such Assignor and Money;
(ix) all intellectual property rights therein and all other proprietary information of such AssignorDeposit Accounts, including, but not limited to, Trade Secrets Rights;
(ix) the Collateral Concentration Account and all insurance policiesControlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all other GoodsSecurities Accounts, General Intangiblestogether with all Financial Assets credited therein from time to time, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper)Financial Assets, Documents monies, securities, cash and Instrumentsother property held therein or credited thereto;
(xi) all PermitsInvestment Property;
(xii) all cashFixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) 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 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)Intellectual Property;
(xvii) all Software letters of credit 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 recordingLetter-of-Credit Rights;
(xviii) all Supporting Obligations; andPayment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and products Products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignorforegoing.
(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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Grant of Security Interests. (a) 2.1 As security for the prompt and complete payment and performance in full of all the Secured Obligations when due of all of its Applicable Obligations(whether at stated maturity, by acceleration or otherwise), each Assignor does Grantor hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant grants to the Collateral Administrative Agent for the benefit of the Secured Creditors as their interests may appear, Parties a continuing security interest in, in and lien on all of the such Grantor's right, title and interest of such Assignor in, to and under all of the following, in each case, whether now owned or existing or hereafter from time to time acquired:acquired or arising, and wherever located (all of which being hereinafter collectively called the "COLLATERAL"):
(i1) each and every Receivableall Accounts;
(ii2) all Chattel Paper;
(3) all Contracts, together with all Contract Rights arising thereunder;
(iii4) the Collateral Account;
(5) all Collateral Records;
(6) all Deposit Accounts;
(7) all Documents;
(8) all Equipment;
(9) all Fixtures;
(10) all General Intangibles;
(11) all Intellectual Property;
(12) all Interest Rate Agreements;
(13) all Instruments;
(14) all Insurance Policies; 238
(15) all Inventory;
(iv16) all EquipmentMoney;
(v17) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksMotor Vehicles;
(vi18) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountReceivables;
(vii19) all Patents and Copyrights and all reissues, renewals or extensions thereofReceivables Records;
(viii20) all computer programs of such Assignor other tangible and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightsintangible personal property;
(ix21) 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 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 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;
(xviii) all Supporting ObligationsSecurity Collateral; and
(xix22) all Proceeds accessions and products additions to any or all of the foregoing, all substitutions and replacements for any and or all of the foregoing (and all Proceeds or products of any or all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) foregoing. Notwithstanding anything contained herein to the contrary, "Collateral" in no event shall not include any Copyrightthe Collateral include, Xxxx, Patent, Trade Secret, computer program or Software and no Grantor shall be deemed to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of have granted a security interest in, any of such AssignorGrantor's rights or interests in (a) any item of Collateral or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of the license, contract or agreement underlying such Assignor's grant item of Collateral, result in a breach of the terms of, or constitute a default under such license, contract or agreement to which such Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-318(4) of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); PROVIDED, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest pursuant to this Agreement would give in, all such rights and interests as if such provision had never been in effect, or (b) more than 65% of the outstanding stock of any party thereto (other issuer which is a Foreign Subsidiary if the pledge of more than such Assignor) the right to terminate amount would have material adverse tax consequences for Company and its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameSubsidiaries.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant grants to the Collateral Agent Bank, for the benefit of the Secured Creditors as their interests may appearBanks, a continuing security interest in, in all of the such Assignor's right, title and interest of such Assignor in, to and under all of in the followingfollowing property, whether now existing owned by such Assignor or hereafter from time acquired subsequent to time acquiredthe date of this Agreement:
(i) each and every all Accounts Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunderGeneral Intangibles (as defined in the Uniform Commercial Code);
(iii) all InventoryInventory (as defined in the Uniform Commercial Code);
(iv) all EquipmentEquipment (as defined in the Uniform Commercial Code);
(v) all Goods (as defined in the Uniform Commercial Code);
(vi) all Chattel Paper (as defined in the Uniform Commercial Code);
(vii) all Instruments (as defined in the Uniform Commercial Code);
(viii) all Documents (as defined in the Uniform Commercial Code);
(ix) all money;
(x) all Patents and Copyrights and all reissues, renewals or extensions thereof;
(xi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such Cash Collateral Account;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereof;
(viiixii) 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 Secrets Secret Rights;
(ixxiii) 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;
(xixiv) all Permits;
(xiixv) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts any and all other demandproperty which any Assignor receives or is or may hereafter be entitled to receive on account of any collections of or with respect to such Assignor's Accounts Receivable, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with or any Person and all moneys, securities, Instruments and other investments deposited instrument in payment of or required to be deposited in substitution for any of the foregoing;
(xv) all Investment Propertysuch Assignor's Accounts Receivable or such Assignor's General Intangibles, or any part thereof;
(xvi) any and all Letter-of-Credit Rights (whether property which any Assignor receives or not the respective letter which any Assignor may hereafter become entitled to receive on account of credit is evidenced by a writing)any sale, exchange, transfer or other disposition of such Assignor's Inventory or General Intangibles, or any part thereof;
(xvii) all Software any and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data property which each Assignor is or may hereafter become entitled to receive on account of any kind sale, exchange, transfer or natureother disposition of such Assignor's Equipment, regardless of the medium of recording;or any part thereof; and
(xviii) all Supporting Obligations; andthe proceeds and products of any sale, exchange, collection or other disposition of any of the foregoing.
(xix) all Proceeds and products of any and all of deposit accounts (as defined in the foregoing (all of the above, including this clause (xix), collectively, the "Collateral"Uniform Commercial Code); 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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignor.and
(bxx) Notwithstanding anything contained herein to all investment property (as defined in 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameUniform Commercial Code).
Appears in 1 contract
Grant of Security Interests. (a) As security for In order to secure its Secured Guarantee, the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant Lien Grantor grants to the Collateral Agent for the benefit of the Secured Creditors as their interests may appear, Parties a continuing security interest in, in and to all of the its right, title and interest of such Assignor in, to and under all in the following property of the followingLien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located, but subject to the exclusions in Section 2(b) (the "New Collateral"): (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Equipment, (v) General Intangibles, (vi) Instruments, (vii) Inventory, (viii) Securities directly owned by the Lien Grantor and issued by any subsidiary or Affiliate of the Lien Grantor or any other issuer over which the Lien Grantor exercises Control, (ix) the Collateral Account, all Financial Assets credited to the Collateral Account from time to time acquiredand all Security Entitlements in respect thereof, all cash deposited therein from time to time, and the Liquid Investments made pursuant to Section 8(d) of the Security Agreement, (x) all books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of the Lien Grantor pertaining to any of the New Collateral and (xi) all Proceeds of the New Collateral described in Clauses 2(a)(i) through 2(a)(x) hereof.
(b) The New Collateral shall not include:
(i) each and every Receivablerights of the Lien Grantor in respect of any property or asset which is prohibited from being pledged to the Collateral Agent as part of the Collateral by any Permitted Encumbrances;
(ii) all ContractsTransferred Receivables and (A) security interests or liens and property subject thereto purporting to secure payment of such Transferred Receivables, together (B) leases, guaranties, insurance and other arrangements supporting payment of such Transferred Receivables, (C) rights to payment and collections in respect of such Transferred Receivables, (D) books, records and similar information relating to such Transferred Receivables or the obligors thereon, (E) with all Contract Rights arising thereunderrespect to any such Transferred Receivables, the transferee's interest in goods (including, without limitation, Equipment or Inventory) the sale of which gave rise to such Transferred Receivables and (F) if such Transferred Receivables arise from a lease financing or installment sale transaction, the Equipment or Inventory that is the subject of the underlying transaction and is transferred to a Receivables SPE;
(iii) all InventoryTransferred Intellectual Property;
(iv) all EquipmentState and Local Government Receivables of the Lien Grantor;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized any Security owned by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 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 Lien Grantor that is evidenced a voting Equity Interest issued by a writing);
(xvii) all Software Foreign Subsidiary that is a corporation for United States Federal income tax purposes, if 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 to the medium of recording;
(xviii) all Supporting Obligations; and
(xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "Collateral"); provided extent that the Collateral that secures (including New Collateral) pledged by Xerox to secure Xerox Secured Obligations or by any other Lien Grantor to secure any guarantee of the Existing Senior Notes Obligations and the Refinancing Senior Notes Secured Obligations of a Specified Assignor shall be limited Xerox pursuant to Collateral owned by such Specified Assignor consisting the Security Agreement or any other Domestic Security Document would include in the aggregate more than 65% of the shares of any shares class of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations voting securities of such Specified Assignor, and the Collateral Proceeds with respect to Foreign Subsidiary (either directly or through any item of Collateral owned by entity that is a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of disregarded entity for 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 thereunderpurposes); provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.and
Appears in 1 contract
Grant of Security Interests. Concessionaire hereby assigns and transfers
(ai) As security for all Project Accounts (other than the prompt Excluded Accounts) and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appear, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter money from time to time acquired:
(i) each and every Receivableheld by the Security Trustee therein;
(ii) all Contracts, together with all Contract Rights arising thereunderAssigned Agreements;
(iii) all InventoryChattel Paper;
(iv) all EquipmentDeposit Accounts (including each Project Account);
(v) all Marks, together with the registrations and right Commercial tort claims from time to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Markstime specifically described on Appendix D hereto;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountDocuments;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereofEquipment;
(viii) 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 Secrets RightsFixtures;
(ix) all insurance policiesGeneral Intangibles;
(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 PermitsIntellectual Property;
(xii) all cashInventory;
(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 be deposited in any of the foregoing;
(xv) all Investment Property;
(xvixiv) all Project Revenues and all contracts or other rights to receive Project Revenues, including the Concessionaire’s rights, title and interest in and to the Concession Agreement and all other Material Project Contracts;
(xv) all Letter-of-Credit Rights Rights;
(whether or not the respective letter of credit is evidenced by a writing)xvi) Money;
(xvii) all Software and all Software licensing rightsGovernmental Approvals now or hereafter held in the name of, all writingsor for the benefit of, 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 recordingConcessionaire;
(xviii) all Supporting Obligations; andbooks and records pertaining to the Collateral;
(xix) all Proceeds insurance policies and all proceeds of insurance policies or condemnation proceedings received or receivable by the Concessionaire to the extent not used to repair or rebuild the Project, as may be permitted under the Concession Agreement and other Material Project Contracts;
(xx) to the extent not otherwise included above, all other personal property relating to any of the foregoing; and
(xxi) to the extent not otherwise included above, all Proceeds, Supporting Obligations and products of any and all of the foregoing (and all of the above, including this clause (xix), collectively, the "Collateral"); provided that the Collateral that secures the Existing Senior Notes Obligations collateral security and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited to Collateral owned guarantees given by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds Person with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 thereunderforegoing; provided that in no event shall the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in Collateral include any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameExcluded Assets.
Appears in 1 contract
Samples: Master Security Agreement
Grant of Security Interests. (a) As Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the First-Lien Collateral Agent and the Second-Lien Collateral Agent, as security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Second-Lien Collateral Agent, and does hereby pledge and grant to the Second-Lien Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash and Cash Equivalents;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksCommercial Tort Claims;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such 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 proprietary information of such Assignor, including, including but not limited toto all Software, Trade Secrets Rights;
(ix) 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 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 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;
(vii) all Domain Names;
(viii) all Trade Secret Rights;
(ix) Contracts, together with all Contract Rights arising thereunder;
(x) all Copyrights;
(xi) all Equipment;
(xii) all Deposit Accounts and all other demand, deposit, time, savings, cash management and passbook accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited in any of the foregoing;
(xiii) all Documents;
(xiv) all General Intangibles;
(xv) all Goods;
(xvi) all Instruments;
(xvii) all Inventory;
(xviii) all Investment Property;
(xix) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xx) all Marks;
(xxi) all Patents;
(xxii) all Permits;
(xxiii) all Supporting Obligations; and
(xixxxiv) all Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (except to the extent such proceeds would independently be excluded pursuant to said sentence) (all of the above, including this clause (xix), collectively, the "Collateral"); provided that . Notwithstanding anything to the contrary contained above, in no event shall the Collateral that secures the Existing Senior Notes Obligations include, and the Refinancing Senior Notes Obligations of a Specified no Assignor shall be limited deemed to Collateral owned by have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which any Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such Specified Assignor consisting security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term in the case of preceding clause (i) or (ii) , as applicable) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any shares relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"equity), all of which Collateral provided, however, that (x) the security interests hereunder, shall also ratably secure all other Applicable Obligations attach immediately to any portion of such Specified Assignorlease, license, contact, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) and (y) to any property or assets described above in this clause (a) on the Collateral Proceeds first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the salethereto, other disposition of or other realization upon, and other moneys received in respect of, the 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 any property or asset of Starpower Communications, LLC for so long as the contrary, "Collateral" shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to the extent organizational documents of such property is subject to a license or agreement the terms of which prohibit an assignment of, or entity prohibits the granting of a security interest inin such property or asset; provided that a security interest shall attach immediately upon (and the exclusion to this clause (b) shall no longer apply at any time after) the consummation of the Starpower Acquisition, or (c) the equity interests of (x) Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such Assignor's rights thereunder or such Assignor's grant entities prohibits the granting of a security interest pursuant to this Agreement would give any party thereto (other than in such Assignor) the right to terminate its obligations thereunderequity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (y) more than 65% of the foregoing limitation Voting Equity Interests of any Foreign Corporation; provided that each Assignor shall not affect, limit, restrict or impair the grant be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by an such Assignor of the any Foreign Corporation.
(b) The security interest pursuant to of the Second-Lien 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 herein to the contrary, the relative rights and remedies of Second-Lien Collateral Agent shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any account or inconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control at any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing time the sameIntercreditor Agreement is in effect.
Appears in 1 contract
Samples: Security Agreement (RCN Corp /De/)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor Grantor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearParties, a continuing security interest in, in all of the right, title and interest of such Assignor 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 acquiredacquired or arising and regardless of where located:
(i) each and every ReceivableAccount (and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including electronic Chattel Paper), Instrument, Document or Intangible));
(ii) all cash 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, cheques, 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, cheques, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) Futures 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 electronic Chattel Paper);
(vi) [reserved];
(vii) all Contracts, together with all Contract Rights arising thereunder;
(iiiviii) all Documents;
(ix) all Equipment;
(x) all fixtures;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited in any of the foregoing;
(xvxvi) all Investment Property;
(xvixvii) 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 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;
(xviii) all Supporting Obligations; andIntangibles;
(xix) all Payment Intangibles (including corporate and other tax refunds);
(xx) all Permits;
(xxi) all books and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) with respect to each right to payment or performance included in each of the foregoing, any Supporting Obligation that supports such payment or performance and any Lien that secures such right to payment or performance or secures any such Supporting Obligation; and
(xxiii) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the 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, including this clause (xixthe “Collateral”), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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, "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 include, (i) any Copyrightproperty, Xxxx, Patent, Trade Secret, computer program interest or Software other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the extent such property is subject to a license or agreement the terms of which prohibit an assignment 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 granting creation of a security interest in, thereunder (other than to the extent that any such Assignor's rights thereunder term specified in clause (A) or such Assignor's (B) above is rendered ineffective pursuant to the PPSA or other applicable law (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, 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 extent 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) the Pledge Agreement Collateral, including any asset of a Grantor excluded from the Pledge Agreement Collateral pursuant to this the proviso to Section 3.1 of the Pledge Agreement would give or the corresponding provision of any party thereto other Pledge Agreement, as applicable; (iii) any treasury stock of a Grantor; (iv) Excluded Accounts; (v) any Vehicles and other assets subject to certificates of title (other than to the extent such Assignorrights can be perfected by the filing of a financing statement under the PPSA or other applicable law); (vi) any Xxxxxx Xxxxxx “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, 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 extent such rights can be perfected by the filing of a financing statement under the PPSA or other applicable law); (vii) any Consumer Goods (as defined in the PPSA); and (viii) the right to terminate its obligations thereunder; last day of the term of any real property lease or agreement therefor, provided that upon enforcement of the foregoing limitation security interest, each Grantor shall stand possessed of such last day in trust or assign the same to any person acquiring such term (the assets described in preceding clauses (i) through (viii) hereof, collectively, 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) Each Grantor confirms that value has been given by the Collateral Agent and the Secured Parties to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement or the date of any supplement to this Agreement, as applicable, and that such Grantor and the Collateral Agent have not affect, limit, restrict or impair agreed to postpone the grant by an Assignor time for attachment of the security interest granted to the Collateral Agent in any of the Collateral of such Grantor pursuant to this Agreement Agreement.
(e) The Liens hereunder are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any account way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any money transaction in connection therewith.
(f) Notwithstanding anything herein to the contrary, the Grantors make no representations or other amounts due or to become due under any such Copyrightwarranties hereunder, Xxxxand the covenants hereunder shall not apply, Patent, Trade Secret, computer program or Software or such license or agreement governing in respect of the sameExcluded Assets.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such the Cash Collateral Account;
(viiiv) all Patents and Copyrights Chattel Paper (including, without limitation, all Tangible Chattel Paper and all reissues, renewals or extensions thereofElectronic Chattel Paper);
(viiiv) 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, including but not limited to, to Domain Names and Trade Secrets Secret Rights;
(ixvii) all insurance policiesContracts, together with all Contract Rights arising thereunder;
(xviii) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and InstrumentsEquipment;
(xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xivix) 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 moneysmonies, 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;
(xvi) all Financial Assets;
(xvii) all Joint Venture Investment Property;
(xvixviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixix) 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 recordingNotes;
(xviiixx) all Permits;
(xxi) all Security Entitlements and other Investment Property (to the extent not already covered by another clause of this Section 1.1(a));
(xxii) all Supporting Obligations;
(xxiii) all Fixtures;
(xxiv) all other goods and personal property, whether tangible or intangible; and
(xixxxv) all Proceeds and products of of, and all accessions to, substitutions and replacements for, and rents, profits and products of, any and all of the foregoing (all of the above, including this clause (xixthe “Collateral”), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable ObligationsObligations (but subject to the proviso at the end of this Section 1.1(a)), each Assignor Grantor does hereby sellcollaterally assign (other than with respect to the personal property described in clauses (iv), assign (vi), (viii), (xi), (xviii) and transfer unto (xix) of this Section 1.1), pledge and grant to the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property and fixtures (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:
(i) each and every Receivable;Account; Table of Contents
(ii) all Chattel Paper (including all Tangible Chattel Paper and all Electronic Chattel Paper);
(iii) all Commercial Tort Claims where the amount of damages claimed by such Grantor is at least $2,000,000, as described in Annex G hereto, as such annex may be updated from time to time pursuant to Section 5.2;
(iv) all Software owned by such Grantor and Software licensing rights held by such Grantor, and all recorded data of any kind or nature, regardless of the medium of recording;
(v) all Domain Names;
(vi) all Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(iiiviii) all Copyrights together with all causes of action arising prior to or after the date hereof for infringement of any of the Copyrights, and any media that may contain works of authorship or copyrightable subject matter in which the Grantor holds Copyrights;
(ix) all Documents;
(x) all Equipment;
(xi) all Fixtures;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited in any of the foregoing;
(xvxvi) all Investment Property;
(xvixvii) 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 writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data in connection with letters of any kind or nature, regardless credit with a value in excess of the medium of recording$2,000,000;
(xviii) all Supporting Obligations; andMarks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Grantor symbolized by the Marks and Table of Contents 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 Supporting Obligations;
(xxii) all books and records pertaining to the Collateral;
(xxiii) solely at such times and to the extent a Lien thereon has been granted to the ABL Agent or any other ABL Claimholder, all cash, Cash Equivalents, Deposit Accounts and Security Accounts; and
(xxiv) all Proceeds (including cash and Cash Equivalents) and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing (all of the above, including this clause (xix), collectivelybut excluding any Excluded Collateral, the "“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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.;
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt payment of the Obligations and complete payment all Post-Petition Interest and performance when due of all of its Applicable Expense Claims (collectively, the "Secured Obligations"), each Assignor does Grantor hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant assigns to the Collateral Agent Secured Party for the benefit of the Beneficiaries, and grants Secured Creditors as their Party for the benefit of the Beneficiaries security interests may appear, a continuing security interest in, all of the such Grantor's right, title and interest in and to the following types or items of such Assignor inproperty, to and under all of the following, in each case whether now or hereafter existing or hereafter from time to time acquired:
(i) each and every Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 owned by such Assignor with any Person Grantor or in which such Grantor now owns or hereafter acquires an interest and all moneys, securities, Instruments and other investments deposited or required to wherever the same may be deposited in any of the foregoing;
located (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 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;
(xviii) all Supporting Obligations; and
(xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "Collateral"); provided ):
(i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iii) all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including specifically the Collateral that secures the Existing Senior Intercompany 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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"described in Schedule 3.1(b), all of which Collateral shall also ratably secure other Intercompany Notes and all other Applicable Obligations of such Specified Assignorwritings evidencing or representing a Claim against the Borrower, Holdings or any Borrower Subsidiary or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Permitted Investments,
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of such Specified Assignor.deposit,
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) Notwithstanding anything contained herein all registered and unregistered trademarks and servicemarks and all trademark and service xxxx license agreements to the contrarywhich any Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, "Collateral" shall not include (c) all patents and patent applications and all patent license agreements to which any CopyrightGrantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, Xxxx, Patent, Trade Secret, computer program (d) all registered and unregistered copyrights and all copyright license agreements to which any Grantor is a party (whether as licensor 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 licensee) and Claims (other than such Assignorincluding infringement claims) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.relating thereto,
Appears in 1 contract
Grant of Security Interests. (a) As security for In order to secure its [Canadian Secured Guarantor Obligations], the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant Lien Grantor grants to the Collateral Agent for the benefit of the Secured Creditors as their interests may appear, Parties a continuing security interest in, in all the following property of the right, title and interest of such Assignor in, to and under all of the followingLien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located, but subject to the exclusions in Section 2(b) (the "New Collateral"): (i) all Accounts, (ii) all Chattel Paper, (iii) all deeds, documents, writings, papers, books of account and other books relating to or being records of debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable, (iv) all Documents of Title (whether negotiable or not), (v) all Equipment, (vi) all Goods (including all parts, accessories, attachments, special tools, additions and accessions thereto), (vii) all Instruments, (viii) all Inventory, (ix) all Intangibles, (x) all Securities directly owned by the Lien Grantor and issued by a Material Canadian Subsidiary, (xi) the Collateral Account, all financial assets credited to the Collateral Account from time to time, all cash deposited therein from time to time acquiredand the Liquid Investments made pursuant to Section 8(d) of the Guarantee and Security Agreement, (xii) all books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of such Lien Grantor pertaining to any of the New Collateral and (xiii) all Proceeds of the New Collateral described in Clauses 2(a)(i) through 2(a)(xii) hereof.
(b) The New Collateral shall not include:
(i) each and every Receivablerights of the Lien Grantor in respect of any property or asset which is prohibited from being pledged to the Collateral Agent as part of the New Collateral by any Permitted Encumbrances;
(ii) all ContractsProgram Receivables and (A) security interests or liens and property subject thereto purporting to secure payment of such Program Receivables, together (B) leases, guaranties, insurance and other arrangements supporting payment of such Program Receivables, (C) rights to payment and collections in respect of such Program Receivables, (D) books, records and similar information relating to such Program Receivables or the obligors thereon, (E) with all Contract Rights arising thereunderrespect to any such Program Receivables, the transferee's interest in goods (including, without limitation, Equipment or Inventory) the sale of which gave rise to such Program Receivables and (F) if such Program Receivables arise from a lease financing or installment sale transaction, the Equipment or Inventory that is the subject of the underlying transaction and is transferred to a Receivables SPE;
(iii) all InventoryTransferred Intellectual Property;
(iv) all Equipment;
(v) all Marks, together with the registrations Federal and right to all renewals thereof, and the goodwill Provincial Government Receivables of the business of such Assignor symbolized by the MarksLien Grantor;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 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 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;
(xviii) all Supporting Obligations; and
(xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Samples: Canadian Guarantee and Security Agreement (Xerox Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Obligations, each the Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the ratable benefit of the Bank Creditors, the Interest Rate Protection Creditors and the Senior Noteholders, in each case to the extent from time to time holding Obligations of the Assignor secured hereunder (collectively, and together with the Collateral Agent, the "Secured Creditors as their interests may appearCreditors"), a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Liens permitted under Section 9.01 of the Credit Agreement) in, all of the right, title and interest of such the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired:
: (i) each and every Receivable;
, (ii) all Contracts, together with all Contract Rights arising thereunder;
, (iii) all Inventory;
, (iv) the Cash Collateral Account established for the Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment;
, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(vii) all Patents and Copyrights Copyrights, and all reissues, renewals or extensions thereof;
, (viii) all computer programs of such the Assignor and all intellectual property rights therein and all other proprietary information of such the Assignor, including, but not limited to, Trade Secrets Rights;
trade secrets, (ix) 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;
Instruments (xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts other than the Pledged Securities and all any 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 capital stock or promissory notes not required to be deposited in any of pledged pursuant to the foregoing;
(xv) all Investment Property;
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writingCompany Pledge Agreement);
(xvii) 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;
(xviii) all Supporting Obligations; and
(xixx) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "Collateral"); provided provided, however 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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 that any Contract may be terminated (in accordance with the terms thereof after giving effect to any applicable laws) in the event of which prohibit an assignment ofgranting of a security interest therein, or in the event the granting of a security interest inin any Contract shall violate applicable law, 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 affect, limit, restrict or impair the grant by an Assignor of then the security interest pursuant granted hereby shall be limited to the extent necessary so that such Contract may not be so terminated or no such violation of law shall exist, as the case may be.
(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 the Assignor may acquire at any time during the continuation of this Agreement.
(c) If (i) a Bankruptcy Default or Notified Acceleration Event has occurred and is continuing or (ii) any other Event of Default or Acceleration Event has occurred and is continuing, but in the case of this clause (ii) only if, and to the extent that, the Collateral Agent (acting at the direction of the Required Secured Creditors) has given notice to the Assignor to take the actions specified below in this sentence, then in either such case all cash Proceeds of, and cash payments received in respect of, Collateral shall be paid by the Assignor (or the respective payor) directly to the Cash Collateral Account or as otherwise directed by the Collateral Agent. At any account time while the circumstances described in the immediately preceding sentence do not exist, all cash payments received in respect of the Collateral (including without limitation all payments received in respect of Receivables and Contracts, or any money or in payment for sales of Inventory, but excluding cash Proceeds of sales of other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing Collateral unless the same.respective sale and release of
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Obligations, each Assignor Pledgor does hereby sell, collaterally assign and transfer unto the Collateral AgentAgent for the benefit of the Secured Creditors, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appear, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, all of the right, title and interest of such Assignor Pledgor in, to and under all of the following, whether now existing or hereafter from time to time acquired:acquired (collectively, the "Collateral"):
(i) each and every Receivableall Equipment;
(ii) all Inventory;
(iii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) all EquipmentInstruments;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksGeneral Intangibles;
(vi) all Accounts;
(vii) all Insurance Policies;
(viii) all Intellectual Property;
(ix) all Chattel Paper;
(x) all Investment Property and Financial Assets;
(xi) all Deposit Accounts, including, without limitation, the Cash Collateral Account established for such Assignor the Pledgors and all moneysmonies, securities and instruments deposited or required to be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited in any of the foregoing;
(xv) all Investment Property;
(xvi) all Letter-of-Credit Rights Rights;
(whether or not the respective letter of credit is evidenced by a writing)xiii) all Goods;
(xiv) all Commercial Tort Claims, including, without limitation, each Specified Commercial Tort Claim;
(xv) all Documents;
(xvi) all Fixtures;
(xvii) all Software Supporting Obligations relating to any 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 recordingforegoing;
(xviii) all Supporting Obligationsbooks, records, ledgers, printouts, computer recording media, data files, tapes, file materials and other papers containing information relating to any and all items of Collateral; and
(xix) to the extent not covered 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 and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignorforegoing.
(b) Notwithstanding anything contained herein to The security interests of 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 Collateral Agent under this Agreement would give any party thereto (other than such Assignor) the right extends to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor all Collateral of the security interest pursuant to kind which is the subject of this Agreement in which each Pledgor may acquire at any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing time during the samecontinuation of this Agreement.
Appears in 1 contract
Samples: Security Agreement (Appliance Warehouse of America Inc)
Grant of Security Interests. (a) As The Debtor does hereby grant unto the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt and complete payment and performance when due of all of its Applicable ObligationsObligations (and hereby confirms, each Assignor does hereby sell, assign reaffirms and transfer unto restates the Collateral prior grant thereof to the Original Administrative Agent, for itself and does hereby grant Original Lenders pursuant to the Collateral Agent for the benefit Original Credit Agreement in favor of the Administrative Agent and the Secured Creditors as their interests may appearCreditors), a continuing security interest in, in all of the right, title and interest of such Assignor the Debtor in, to and under all of the followingpersonal property and fixtures (and all rights therein) of the Debtor, or in which or to which the Debtor has any rights, in each case whether now existing or hereafter from time to time acquired, including each of the following (collectively, the “Collateral”), except to the extent any such property constitutes Excluded Collateral:
(i) each and every Receivableall Accounts;
(ii) all Contracts, together with all Contract Rights arising thereunderAs-Extracted Collateral;
(iii) all Inventorycash;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash any Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such Cash any Collateral Account;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Subject Commercial Tort Claims;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereof;
(viii) all computer programs of such Assignor the Debtor and all intellectual property rights therein and all other proprietary information of such Assignorthe Debtor, including, but not limited towithout limitation, Domain Names and Trade Secrets Secret Rights;
(ixviii) all insurance policiesCopyrights;
(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;
(xivix) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor the Debtor with any Person and all moneysmonies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(x) all Documents;
(xi) all Equipment (including all Chassis);
(xii) all General Intangibles, including, without limitation, all Payment Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not Marks, together with the respective letter registrations and right to all renewals thereof, and the goodwill of credit is evidenced the business of the Debtor symbolized by a writing)the Marks;
(xviixviii) all Software and Patents;
(xix) all Software licensing rights, Permits;
(xx) 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;
(xviiixxi) all Supporting ObligationsObligations (other than Letter-of-Credit Rights);
(xxii) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by the Debtor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;
(xxiii) all other personal property of any kind or type whatsoever; and
(xixxxiv) to the extent not otherwise included, all Accessions, Proceeds and products of any and all of the foregoing (all of the aboveforegoing, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor Excluded Collateral (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral extent such Accessions, Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated Collateral of such Specified Assignor, with such Collateral Proceeds to products are not also be applied ratably to all other Applicable Obligations of such Specified AssignorExcluded Collateral).
(b) Notwithstanding anything contained herein to the contrarycontrary herein, "the term “Collateral" ” shall not include any Copyrightinclude, Xxxx, Patent, Trade Secret, computer program or Software and the security interest granted under this Agreement shall not attach (in the case of clauses (i) and (viii) below solely 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant existence of the restrictions set forth in such clauses) to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.following (the “Excluded Collateral”):
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Secured Obligations, each Assignor Grantor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearParties, a continuing security interest in, in all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property and fixtures (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:acquired (collectively, as listed below in this Section 1.1, the “Collateral”):
(i) each and every ReceivableAccount;
(ii) all cash;
(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 and Software of such Grantor and all Intellectual Property therein and all other proprietary information of such Grantor, including but not limited to Domain Names and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(iiiviii) all InventoryCopyrights;
(ivix) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 Grantor with any Person and all moneysmonies, 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;
(xvi) all Financial Assets and Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) all Marks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Grantor 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 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "Collateral")foregoing; 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 not include any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Excluded Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 The security interest of the Collateral Agent under this Agreement extends to the contrary, "Collateral" shall not include all Collateral which 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 ofGrantor may acquire, or with respect to which any Grantor may obtain rights, at any time during the granting term 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameAgreement.
Appears in 1 contract
Samples: Pledge and Security Agreement (Affinity Guest Services, LLC)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the 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:
(i) each and every Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunderthereunder (including, without limitation, the Contribution Agreement);
(iii) all Inventory;
(iv) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) all Equipment;
(vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such Cash Collateral Account;
(vii) all Patents and Copyrights and all reissues, renewals or and extensions thereof;
(viii) 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 Secrets and Trade Secret Rights;
(ix) all insurance policies;
(x) all other GoodsGoods (including, without limitation, Standing Timber), General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and InstrumentsInstruments of such Assignor (other than the Pledged Securities);
(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 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 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;
(xviii) all Supporting Obligations; and
(xixxii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "CollateralCOLLATERAL"); 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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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 contained herein to the contrarycontrary contained in clauses (a) and (b) above, the security interest created by this Agreement shall not extend to, and the term "Collateral" shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to the extent such property is Equipment subject to a license purchase money Lien permitted under Section 9.01(iii), (vii) or agreement (xvi) of the terms Credit Agreement or a Lien securing Capital Lease Obligations permitted under Section 9.01(xv) of which prohibit an assignment ofthe Credit Agreement, in each case to the extent, 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 Lien expressly prohibits any other Lien on such Equipment and only for so long as such purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, remains or remain outstanding and upon the earlier of the termination of such prohibition or the granting satisfaction of a security interest insuch Indebtedness, 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.such
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the relevant Secured Creditors as their interests may appear, a continuing security interest in, all of the 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:
(i) each and every Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 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 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;
(xviii) all Supporting Obligations; and
(xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "“Collateral"”); provided that notwithstanding the foregoing, the Collateral that secures the Existing Senior Notes Obligations and the Refinancing RAI Senior Notes Obligations of a Specified RAI Senior Notes Assignor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral")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 Existing Senior Notes Obligations or to the Refinancing 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, XxxxMxxx, 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 any Assignor's ’s rights thereunder or such Assignor's ’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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, XxxxMxxx, 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 the case of any sale, assignment, 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 than (x) Collateral of the type described in clauses (v), (vi), (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 relevant jurisdiction.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign (except in the case of Collateral which are ULC Shares) and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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 from time to time acquired:
(i) each and every ReceivableAccount (and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper, Instrument, Document of Title or Intangible));
(ii) all Contracts, together with all Contract Rights arising thereundercash and money;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited in any of the foregoingCash Collateral Account;
(xviv) 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;
(x) all Goods;
(xi) all Investment Property;
(xvixii) all Letter-of-Credit Rights Intangibles (whether or not the respective letter of credit is evidenced by a writingincluding corporate and other tax refunds);
(xviixiii) to the extent relating to, evidencing or governing any of the items referred to in preceding clauses (i) through (xii), all Permits, Documents of Title, Intangibles (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 import of any Inventory);
(xiv) to the extent relating to, evidencing or governing any of the items referred to in the preceding clauses (i) through (xiii), all Supporting Obligations;
(xv) all Software books and records relating to the items referred to in the preceding clauses (i) through (x) (including all Software licensing rightsbooks, all writings, plans, specifications and schematics, all engineering drawingsdatabases, customer lists, goodwill and licensesrecords, and all recorded data of whether tangible or electronic, which contain any kind or nature, regardless information relating to any of the medium of recordingitems referred to in the preceding clauses (i) through (xiii);
(xviiixvi) all Supporting Obligations; and
(xix) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the 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, above (i) to and including this clause (xixxvi), collectively, the "“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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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, "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 include, (i) any Copyrightproperty, Xxxx, Patent, Trade Secret, computer program interest or Software other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the extent such property is subject to a license or agreement the terms of which prohibit an assignment 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 granting creation of a security interest in, thereunder (other than to the extent that any such Assignor's rights thereunder term specified in clause (A) or such Assignor's (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, 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 extent 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 would give extends to all Collateral which any party thereto Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(other than such Assignord) Notwithstanding anything herein to the right to terminate its obligations thereunder; provided that contrary, the foregoing limitation Assignors make no representations or warranties hereunder, and the covenants hereunder shall not affectapply, limit, restrict or impair the grant by an Assignor in respect of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameExcluded Assets.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all cash;
(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 described in Annex F;
(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;
(iiiviii) all Copyrights;
(ix) all Equipment;
(x) 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;
(ivxvi) all EquipmentInvestment Property;
(vxvii) all MarksLetter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks and Domain Names, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vixix) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPatents;
(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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(xixx) all Permits;
(xiixxi) all cashSoftware;
(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 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 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xixthe “Collateral”), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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 contained herein to the contrarycontrary in this Agreement, "Collateral" shall not include (I) in the event that any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to Assignor acquires an item of Collateral at any time following the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of date hereof a security interest inin which can not be perfected by a filing of a UCC financing statement, such Assignor's rights thereunder or Assignor may elect (which election shall be made by delivering written notice thereof to the Collateral Agent) that such Assignor's grant of a security interest Collateral shall not be required to be pledged pursuant to this Agreement would give 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), 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)(I), exceed $5,000,000) and (II) this Agreement shall not constitute a grant of security interest in any party thereto Excluded Assets.
(d) Notwithstanding anything to the contrary in the Credit Documents, none of the Assignors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Security Agreement (including Security Interests in Investment Property and fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office or as otherwise specified pursuant to the UCC) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Property, (B) filings in United States government offices with respect to United States registered and applied for Patents, Marks and Copyrights of any Assignor as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and Chattel Paper as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any deposit account control agreement, securities account control agreement or any other control agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by “control”, (iii) to take any action (other than such Assignorthe actions listed in clause (i)(A) the right and (C) above) with respect to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor any assets located outside of the security interest pursuant United States, (iv) to this Agreement perfect in any account assets subject to a certificate of title statute or (v) to deliver any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing Equity Interests except as expressly provided in the samePledge Agreement.
Appears in 1 contract
Samples: Security Agreement (Central Texas Corridor Hospital Company, LLC)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all cash;
(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;
(iiiviii) all Copyrights;
(ix) all Equipment;
(x) 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;
(ivxvi) all EquipmentInvestment Property;
(vxvii) 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 goodwill of the business of such Assignor symbolized by the Marks;
(vixix) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPatents;
(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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(xixx) 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 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);
(xviixxi) 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including the “Collateral”); provided that, notwithstanding anything to the contrary contained in this clause Agreement, the term “Collateral” as used herein shall not include (xixx) any Limited Liability Company Interests (as defined in the Pledge Agreement), Partnership Interests (as defined in the Pledge Agreement), or Vitritek Interests (as defined in the Pledge Agreement) unless, and in such case only to the extent that, such Limited Liability Company Interests, Partnership Interests and/or Vitritek Interests are included in the definition of “Collateral” as such term is defined in the Pledge Agreement or (y) any of the Assignors’ rights in any of the following Patents: U.S. Patent Numbers 5,851,246; 5,656,044; 5,584,255 and 5,425,792 (collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"“Subject Patents”), all of which Collateral shall also ratably secure all to the extent that (and only for so long as) any agreement among any Assignor and any other Applicable Obligations Person with rights to such Patents prohibits the granting of, or requires the consent of such Specified Assignor, and other Person in connection with the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 granting of, the Designated Collateral of a security interest in such Specified AssignorPatents (any such agreement, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignora “Subject Patent Agreement”).
(b) Notwithstanding anything contained herein The security interest of the Collateral Agent under this Agreement extends to the contrary, "Collateral" shall not include all Collateral which 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 ofAssignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the granting term 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameAgreement.
Appears in 1 contract
Samples: Security Agreement (Duratek Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the First-Lien Collateral Agent, and does hereby pledge and grant to the First-Lien Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash and Cash Equivalents;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksCommercial Tort Claims;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such 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 proprietary information of such Assignor, including, including but not limited toto all Software, Trade Secrets Rights;
(ix) 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 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 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;
(vii) all Domain Names;
(viii) all Trade Secret Rights;
(ix) Contracts, together with all Contract Rights arising thereunder;
(x) all Copyrights;
(xi) all Equipment;
(xii) all Deposit Accounts and all other demand, deposit, time, savings, cash management and passbook accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited in any of the foregoing;
(xiii) all Documents;
(xiv) all General Intangibles;
(xv) all Goods;
(xvi) all Instruments;
(xvii) all Inventory;
(xviii) all Investment Property;
(xix) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xx) all Marks;
(xxi) all Patents;
(xxii) all Permits;
(xxiii) all Supporting Obligations; and
(xixxxiv) all Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (except to the extent such proceeds would independently be excluded pursuant to said sentence) (all of the above, including this clause (xix), collectively, the "Collateral"); provided that . Notwithstanding anything to the contrary contained above, in no event shall the Collateral that secures the Existing Senior Notes Obligations include, and the Refinancing Senior Notes Obligations of a Specified no Assignor shall be limited deemed to Collateral owned by have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which any Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such Specified Assignor consisting security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term in the case of preceding clause (i) or (ii) , as applicable) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any shares relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"equity), all of which Collateral provided, however, that (x) the security interests hereunder, shall also ratably secure all other Applicable Obligations attach immediately to any portion of such Specified Assignorlease, license, contact, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) and (y) to any property or assets described above in this clause (a) on the Collateral Proceeds first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the salethereto, other disposition of or other realization upon, and other moneys received in respect of, the 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 any property or asset of Starpower Communications, LLC for so long as the contrary, "Collateral" shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to the extent organizational documents of such property is subject to a license or agreement the terms of which prohibit an assignment of, or entity prohibits the granting of a security interest inin such property or asset; provided that a security interest shall attach immediately upon (and the exclusion to this clause (b) shall no longer apply at any time after) the consummation of the Starpower Acquisition, or (c) the equity interests of (x) Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such Assignor's rights thereunder or such Assignor's grant entities prohibits the granting of a security interest pursuant to this Agreement would give any party thereto (other than in such Assignor) the right to terminate its obligations thereunderequity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (y) more than 65% of the foregoing limitation Voting Equity Interests of any Foreign Corporation; provided that each Assignor shall not affect, limit, restrict or impair the grant be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by an such Assignor of the any Foreign Corporation.
(b) The security interest pursuant to of the First-Lien 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 herein to the contrary, the relative rights and remedies of First-Lien Collateral Agent shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any account or inconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control at any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing time the sameIntercreditor Agreement is in effect.
Appears in 1 contract
Samples: Security Agreement (RCN Corp /De/)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Secured Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearParties, a continuing security interest in, in and a lien on all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such the Cash Collateral Account;
(viiiv) all Patents and Copyrights Chattel Paper (including, without limitation, all Tangible Chattel Paper and all reissues, renewals or extensions thereofElectronic Chattel Paper);
(viiiv) 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, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rightstogether with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all insurance policiesEquipment;
(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 moneysmonies, 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;
(xvi) all Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) 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;
(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 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, 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 foregoing (all of the above, including this clause (xixthe “Collateral”), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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. Notwithstanding anything to the contrary contained herein, the term “Collateral” shall not include, and the security interest granted under this Agreement shall not attach to any Excluded Asset. Notwithstanding anything 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 lien and security interest in, such Assignor's rights thereunder or such Assignor's grant of a security interest granted pursuant to this Agreement would give and the exercise of any party thereto (other than such Assignor) right or remedy hereunder are subject to the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor provisions of the security interest pursuant to Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of 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. In the event of any conflict or inconsistency between the provisions of the Indenture and this Agreement in any account or any money or other amounts due or relating to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameduties of the Collateral Agent the provisions of the Indenture shall govern and control.
Appears in 1 contract
Samples: Security Agreement
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, in each case for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all cash;
(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 (including all Commercial Tort Claims described in Annex D hereto);
(vi) all Domain Names, Trade Secrets, and other proprietary information, including financial data, personal information, customer lists, supplier lists, business plans, and data collections;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(iiiviii) all InventoryCopyrights;
(ivix) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 moneysmonies, 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 Investment PropertyInventory;
(xvi) all Investment Property and Securities Accounts;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) 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;
(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 writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of and any media on which the medium of recordingforegoing is recorded;
(xviiixxii) all Supporting Obligations;
(xxiii) all claims of such Assignor against the Captive Insurance Company;
(xxiv) all other personal property and fixtures of such Assignor; and
(xixxxv) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xixxxv), collectively, the "“Collateral"”); provided that the Collateral that secures the Existing Senior Notes Obligations and the Refinancing Senior Notes Obligations of a Specified no Assignor shall be limited required to Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of grant a Subsidiary of Parent or of any Principal Property of any Specified Assignor security interest hereunder in (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the term “Collateral” shall not include) any Excluded Collateral Proceeds (so long as same remains “Excluded Collateral” in accordance with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignordefinition thereof).
(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 contained herein to the contrarycontrary contained in this Agreement, "Collateral" (A) the Assignors shall not include be required to take any Copyrightactions to perfect the Collateral Agent’s security interest hereunder in motor vehicles, XxxxLetter-of-Credit Rights, Patentcash, Trade SecretDeposit Accounts and Securities Accounts, computer program or Software in each case except to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of that a security interest inin such types of Collateral can be perfected by (i) the filings of a UCC-1 (or similar) financing statement under the applicable UCC, and (ii) in the case of Letter-of-Credit Rights, by taking the respective actions described in Section 3.7 hereof (and the representations, warranties and covenants contained in this Agreement with respect to a perfected security interest in such Assignor's rights thereunder Collateral shall be qualified to the extent provided in this Section 1.1(c)), (B) the Assignors shall not be required to enter into any foreign law pledges, mortgages or security agreements and (C) the Assignors shall not be required to take any actions to perfect the Collateral Agent’s security interest hereunder in any asset for which the cost of perfecting a security interest in such Assignor's asset is excessive in relation to the value of the security to be offered thereby (as reasonably determined by the Collateral Agent) so long as, in the case of this clause (C), the applicable Assignor delivers a written request to the Collateral Agent specifically identifying (x) the applicable assets, the value thereof and the cost of perfecting a security interest therein and (y) the perfection steps not to be taken with respect to such assets and such written request is acknowledged and agreed to by the Collateral Agent in writing.
(d) Notwithstanding anything to the contrary contained in this Agreement, no security interest is assigned, transferred, pledged or granted in any “intent-to-use” application for registration of a Xxxx filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing with respect thereto of a verified “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act, to the extent that, and during the period in which, the assignment, transfer, pledge or grant of a security interest pursuant to this Agreement in such intent-to-use application would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor validity or enforceability of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due registration that issues from that intent-to-use application under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameapplicable federal law.
Appears in 1 contract
Samples: Security Agreement (Town Sports International Holdings Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash and Cash Equivalents;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited in the Cash Collateral Account;
(iv) all EquipmentTangible Chattel Paper and all Electronic Chattel Paper;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksCommercial Tort Claims;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such 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 proprietary information of such Assignor, including, including but not limited toto all Software, Trade Secrets Rights;
(ix) 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 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 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;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Deposit Accounts and all other demand, deposit, time, savings, cash management and passbook accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited in any of the foregoing;
(x) all Documents;
(xi) all Domain Names;
(xii) all Equipment;
(xiii) all General Intangibles;
(xiv) all Goods;
(xv) all Instruments;
(xvi) all Inventory;
(xvii) all Investment Property;
(xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xix) all Marks;
(xx) all Patents;
(xxi) all Permits;
(xxii) all Supporting Obligations;
(xxiii) all Trade Secret Rights; and
(xixxxiv) all Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (except to the extent such proceeds would independently be excluded pursuant to said sentence) (all of the above, the “Collateral”). Notwithstanding anything to the contrary contained above, in no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which any Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term in the case of preceding clause (i) or (ii), as applicable) would be rendered ineffective pursuant to Sections 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 applicable law (including the Bankruptcy Code) or principles of equity), provided, however, that the security interests hereunder shall attach (x) immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) and (y) to any property or assets described above in this clause (xix)a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, collectively, or (b) more than 65% of the "Collateral")Voting Equity Interests of any Foreign Corporation; provided that the Collateral that secures the Existing Senior Notes Obligations and the Refinancing Senior Notes Obligations of a Specified each Assignor shall be limited required to Collateral owned pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified AssignorForeign Corporation.
(b) Notwithstanding anything contained herein The security interest of the Collateral Agent under this Agreement extends to the contrary, "Collateral" shall not include all Collateral which 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 ofAssignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the granting term 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameAgreement.
Appears in 1 contract
Samples: Security Agreement (RCN Corp /De/)
Grant of Security Interests. (a) As Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located ( collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of its Applicable Obligations(whether at the stated maturity, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit by acceleration or otherwise) of the Secured Creditors as their interests may appear, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, Obligations (whether now existing or hereafter from time to time acquired:arising hereafter):
(a) all Accounts;
(b) all Chattel Paper;
(c) all Commercial Tort Claims (including as set forth on Schedule 8 hereto);
(d) all Deposit Accounts, all Securities Accounts and all Commodity Accounts (but excluding any Excluded Accounts);
(e) all Documents;
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles;
(i) each and every Receivableall Goods;
(iij) all Contracts, together with all Contract Rights arising thereunderInstruments;
(iiik) all Intellectual Property and all Intellectual Property Licenses;
(l) all Inventory;
(ivm) all EquipmentInvestment Property (including all Pledged Collateral);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited in any of the foregoing;
(xv) all Investment Property;
(xvin) all Letter-of-Credit Rights Rights; Letters of Credit (whether or not as defined in the respective letter of credit is evidenced by a writingUCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC);
(xviio) 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 recordingMoney;
(xviiip) all Supporting ObligationsReceivables;
(q) all Books and records pertaining to the Collateral;
(r) all other property not otherwise described above; and
(xixs) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all of the above, including this clause (xix), collectively, the "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 collateral security given by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds Person with respect to any item of Collateral owned by a Specified Assignor the foregoing; provided, however, that are to be applied notwithstanding anything to the Existing Senior Notes Obligations or to contrary contained in clauses (a) through (s) above, the Refinancing Senior Notes Obligations security interests created by this Agreement shall be limited to Collateral Proceeds from the sale, other disposition of or other realization uponnot extend to, and other moneys received in respect of, the Designated Collateral term “Collateral” (including all of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignor.
(bthe individual items comprising Collateral) Notwithstanding anything contained herein to the contrary, "Collateral" shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software Excluded Assets nor any assets as 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 inis not granted pursuant to this Section 3 .1. Notwithstanding any of the other provisions set forth in this Section 3, such Assignor's rights thereunder or such Assignor's this Agreement shall not constitute a grant of a security interest pursuant in any property to this Agreement would give the extent that such grant of a security interest is prohibited by any party thereto Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (other than such Assignori) to the right to terminate its obligations thereunder; provided extent that the foregoing limitation shall terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not affect, limit, restrict or impair permitted under the grant by an Assignor terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under 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 applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest pursuant to this Agreement in any account shall attach immediately at such time as such Requirement of Law is not effective or any money or other amounts due or to become due under any such Copyrightapplicable, Xxxx, Patent, Trade Secret, computer program or Software or such license prohibition, breach, default or agreement governing termination is no longer applicable or is waived, and to the sameextent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding the foregoing, if and to the extent that a security interest in a particular asset is governed by a UK Security Document, the provisions of such UK Security Document shall govern, unless otherwise provided for therein.
Appears in 1 contract
Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance Borrowers’ obligations to pay the Lender Debt when due of all of its Applicable Obligationsand payable and their indemnification obligations to the Lender Group hereunder, each Assignor does Loan Party hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant grants to the Collateral Agent Lender for the benefit of the Secured Creditors as their interests may appear, Lender Group a continuing first-priority Lien (subject only to Permitted Liens) on and security interest in, in and right of set-off against all of the rightrights, title and interest of such Assignor in, Loan Party in and to and under all of the followingfollowing assets of such Loan Party, whether now existing or hereafter from time to time acquired:
acquired or arising, and wherever located (i) each and every Receivable;
(ii) all Contractsof the following, together with all Contract Rights arising thereunderother collateral provided by the Loan Parties under the other Loan Documents as security for the Lender Debt, the “Collateral”):
(1) all Receivables, whether now owned or hereafter acquired;
(iii2) to the maximum extent permitted by law, all Inventorydeposit accounts of such Loan Party, including, without limitation, each Lockbox and each Lockbox Account, and amounts held therein;
(iv3) all Equipmentmoney and cash, including all Collections but excluding any money and cash deposited in Foreign Deposit Accounts;
(v4) all Marks, together with the registrations and right Records relating to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marksitems (1) through (3) above;
(vi5) all general intangibles (excluding general intangibles consisting of patents, trademarks, patent and trademark applications, copyrights, trade names and other intellectual property but including proceeds and products of such general intangibles and any royalties and Receivables arising from the Cash Collateral Account established for licensing of any such Assignor intellectual property to Qiagen pursuant to the license agreement entered into with Qiagen in 2005 (as such license is amended, restated, replaced or otherwise modified)), including franchise rights, licenses and Federal, state and local tax refund claims of all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Accountkinds;
(vii6) all Patents and Copyrights and all reissuesgoods, renewals or extensions thereof;
(viii) 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 Secrets Rights;
(ix) all insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper)machinery, Documents and Instruments;
(xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts equipment, fixtures and all other demandtangible personal property, deposit, time, savings, cash management, passbook and similar accounts maintained by as well as all of such Assignor with any Person types of property leased and all moneysrights and interests with respect thereto under such leases (including, securitieswithout limitation, Instruments options to purchase), together with all present and other investments deposited future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or required to be deposited used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto;
(xv7) all Investment Propertyinventory and documents of title relating thereto;
(xvi) 8) all Letter-of-Credit Rights (whether or Contracts, to the extent not included in the respective letter definition of credit is evidenced by a writing)Receivables;
(xvii9) all Software instruments, investment property, securities, security entitlements and securities accounts;
(10) all Software licensing rights, Equity Interests held by each Loan Party;
(11) all writings, plans, specifications and schematics, Records relating to items (5) through (10) above; and
(12) all engineering drawings, customer lists, goodwill and licenses, and all recorded data proceeds of any kind or nature, regardless nature of the medium of recording;
(xviii) all Supporting Obligations; and
(xix) all Proceeds and products of any and all foregoing. This Agreement will be deemed to be a security agreement within the meaning of the foregoing (all of UCC. Notwithstanding the above, including this clause (xix), collectivelyforegoing, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 does 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameLife Technologies Commercial Tort Claim.
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Enzo Biochem Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable ObligationsObligations under the Notes Documents, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Notes Secured Creditors as their interests may appearParties, a continuing security interest in, in and a Lien on all of the 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: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) each and every ReceivableAccount;
(ii) all cash;
(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;
(iiiviii) all InventoryCopyrights;
(ivix) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 moneysmonies, 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;
(xvi) all Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) 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 omitted portions.
(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 licensing rights to Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data Software code of any kind or nature, regardless of the medium of recording;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the aboveforegoing, including this clause (xix)provided, collectivelythat, subject to Section 10.8(c) hereof, the "Collateral"); provided that the Collateral that secures the Existing Senior Notes Obligations and the Refinancing Senior Notes Obligations of a Specified Assignor security interests granted herein shall be limited to Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignornot extend to, and the Collateral Proceeds with respect to term “Collateral” shall not include, any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified AssignorExcluded 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 fact that such Guarantor’s Capital Stock secures the Notes, then the Capital Stock of such Guarantor will automatically be deemed not to be part of the Collateral securing the Notes, but only to the extent 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, this 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, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, 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 other governmental agency) of separate financial statements of such Guarantor, then 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, perfect and/or maintain the Lien in favor of the Collateral Agent (subject to Permitted Liens) in accordance with this Agreement.
(d) Notwithstanding anything contained herein to the contrary, "Collateral" shall not include at any Copyrighttime the Intercreditor Agreement is in effect, 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 and Lien granted pursuant to this Agreement would give and the exercise of any party thereto (other than such Assignor) right or remedy hereunder are subject to the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor provisions of the Intercreditor Agreement and subordinate to the security interest pursuant interests granted to any Senior Credit Facility Secured Party under the Senior Credit Facility. In the event of 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 any account or any money or other amounts due or 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 become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameomitted portions.
Appears in 1 contract
Samples: Security Agreement (Green Field Energy Services, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance or performance, as the case may be, when due of all of its Applicable the Obligations, each Assignor Grantor does hereby sell, assign pledge and transfer unto grant to the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property and fixtures (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:acquired (but excluding any Excluded Collateral (as defined below)):
(i) each and every ReceivableAccount;
(ii) all cash;
(iii) the Dominion Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Dominion Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims set forth on Schedule 12 of the Perfection Certificate;
(vi) all Software of such Grantor and all intellectual property rights therein (including all Software licensing rights) and all other proprietary information of such Grantor, including but not limited to all writings, plans, specifications and schematics, all engineering drawings, customer lists, Domain Names and Trade Secret Rights, with respect to each of the foregoing solely to the extent such rights or items subsist or arise under the laws of the United States;
(vii) Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets RightsCopyrights;
(ix) all insurance policiesEquipment and Fixtures;
(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 Grantor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in any of the foregoingmonies;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) all Software and all Software licensing rightsMarks, all writings, plans, specifications and schematics, all engineering drawings, customer lists, together with the goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium business of recordingsuch Grantor symbolized by the Marks;
(xviiixix) all Patents;
(xx) all Permits;
(xxi) all Supporting Obligations; and
(xixxxii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xixthe “Collateral”), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 The security interest of the Collateral Agent under this Agreement extends to the contrary, "Collateral" shall not include all Collateral that 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 ofGrantor may acquire, or with respect to which any Grantor may obtain rights, at any time during the granting term 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameAgreement.
Appears in 1 contract
Samples: Abl Security Agreement (PAE Inc)
Grant of Security Interests. Subject to the terms and conditions hereof (aincluding the terms and conditions relating to the release of the security interests granted hereby contained in Article V and Article IX) As security for and subject to the prompt receipt by Pledgor of the Firm Purchase Price at the First Time of Delivery (and, in the case of the Pledged Items referred to in Section 2.3, receipt by Pledgor of the Additional Purchase Price at any Subsequent Time of Delivery, in the case of the Pledged Items referred to in Section 2.4, the election of Cash Settlement pursuant to Section 2.3(d) of the Contract and, in the case of the Pledged Items referred to in Section 4.1 (b) , the delivery of such additional Collateral in accordance with Section 5.4), in order to secure the performance by Pledgor of its obligations under the Contract and complete payment to secure the observance and performance when due of all of its Applicable Obligationsthe covenants and agreements contained in this Agreement and in the Contract, each Assignor does Pledgor hereby sellcollaterally assigns, assign pledges and transfer unto grants to the Collateral Agent, as agent of and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearPurchaser, a continuing security interest inin and to, and a Lien upon and right of set-off against, all of the Pledgor’s right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter arising: (i) all Ordinary Shares legally or beneficially owned by the Pledgor on the date hereof, being the Pledged Items described in Sections 2.2 and 2.3, the Pledged Items described in 2.4, and 4.1(b) and all Ordinary Shares legally or beneficially owned by the Pledgor from time to time acquired:
(i) each and every Receivable;
hereafter; (ii) all Contracts, together with all Contract Rights arising thereunder;
any Eligible Collateral identified on a certificate delivered pursuant to Section 5.2 or 5.3 hereof; (iii) all Inventory;
any ADSs delivered in exchange for Ordinary Shares included in the Pledged Items (and any rights Pledgor has to receive such ADSs pursuant to the Deposit Agreement following the deposit of such Ordinary Shares with the ADS Depositary); (iv) the Pledged Account and all Equipment;
Cash, securities and other property now or hereafter deposited therein; (v) all Marks, together with the registrations additions to and right to all renewals thereof, and the goodwill substitutions for any of the business of such Assignor symbolized by the Marks;
foregoing; (vi) the Cash Collateral Account established for such Assignor all income, products and all moneysproceeds and collections (including dividends, securities other distributions and instruments deposited interest) received or required to be deposited received, or derived or to be derived, now or any time hereafter from or in such Cash Collateral Account;
connection with any of the foregoing; (vii) all Patents powers and Copyrights and all reissues, renewals rights now owned or extensions thereof;
hereafter acquired under or with respect to the Pledged Items; (viii) all computer programs Pledgor’s rights to receive reimbursement under Article II of such Assignor the Parent Reimbursement Agreement; and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited Pledgor’s interest in any those of the foregoing;
(xv) all Investment Property;
(xvi) all Letter-of-Credit Rights (whether or not Parent’s rights under the respective letter of credit is evidenced Ultimate Parent Reimbursement Agreement that have been pledged to Pledgor by a writing);
(xvii) 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;
(xviii) all Supporting Obligations; and
(xix) all Proceeds and products of any and all of Parent pursuant to the foregoing Reimbursement Security Agreement (all of the aboveforegoing, including this clause (xixsuch Pledged Items, additions, substitutions, income, products and proceeds, collections, powers and rights being collectively called the “Collateral”), collectively. Subject to the provisions of Article VII, the "Collateral"); provided that the Collateral that secures the Existing Senior Notes Obligations and the Refinancing Senior Notes Obligations of a Specified Assignor Agent shall be limited to Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), have all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignorthe rights, remedies and the Collateral Proceeds recourses with respect to any item of the Collateral owned afforded a secured party by a Specified Assignor that are to be applied to the Existing Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the saleUCC, other disposition of or other realization uponin addition to, and other moneys received not in respect limitation of, the Designated Collateral of such Specified Assignorother rights, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignor.
(b) Notwithstanding anything contained herein remedies and recourses afforded 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 Collateral Agent by 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameAgreement.
Appears in 1 contract
Samples: Collateral Agreement (Mandatory Exchangeable Trust)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, in each case a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all cash;
(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 described in Annex H hereto;
(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;
(iiiviii) all Copyrights;
(ix) all Equipment;
(x) 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 (other than Instruments constituting Pledged Securities);
(xv) all Inventory;
(ivxvi) all EquipmentInvestment Property (other than Investment Property required to be pledged under the US Pledge Agreement);
(vxvii) 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 goodwill of the business of such Assignor symbolized by the Marks;
(vixix) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPatents;
(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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(xixx) 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 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);
(xviixxi) 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, above including this clause (xixxxiii), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of its Applicable Obligations(whether at the stated maturity, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit by acceleration or otherwise) of the Secured Creditors as their interests may appear, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, Obligations (whether now existing or hereafter from time to time acquired:arising hereafter):
(a) all Accounts;
(b) all Chattel Paper;
(c) all Commercial Tort Claims (including, without limitation, those described as set forth on Schedule 8 attached hereto);
(d) all Deposit Accounts, all Securities Accounts, and all Commodity Accounts (in each case, other than Excluded Accounts);
(e) all Documents;
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles;
(i) each and every Receivableall Goods;
(iij) all Contracts, together with all Contract Rights arising thereunderInstruments;
(iiik) all Intellectual Property and all Intellectual Property Licenses, and all claims for any infringement or other impairment thereof;
(l) all Inventory;
(ivm) all EquipmentInvestment Property (including all Pledged Collateral);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited in any of the foregoing;
(xv) all Investment Property;
(xvin) all Letter-of-Credit Rights Rights; Letters of Credit (whether or not as defined in the respective letter of credit is evidenced by a writingUCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC);
(xviio) 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 recordingMoney;
(xviiip) all Supporting ObligationsReceivables;
(q) all Books and records pertaining to the Collateral;
(r) all intercompany Indebtedness owed to any Loan Party by any Group Member;
(s) all other property not otherwise described above; and
(xixt) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all of the above, including this clause (xix), collectively, the "Collateral"); provided that the Collateral that secures the Existing Senior Notes Obligations collateral security and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited to Collateral owned guarantees given by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds Person with respect to any item of Collateral owned by a Specified Assignor the foregoing; provided, however, that are to be applied notwithstanding anything to the Existing Senior Notes Obligations or to contrary contained in clauses (a) through (s) above, the Refinancing Senior Notes Obligations security interests created by this Agreement shall be limited to Collateral Proceeds from the sale, other disposition of or other realization uponnot extend to, and other moneys received in respect of, the Designated Collateral term “Collateral” (including all of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignor.
(bthe individual items comprising Collateral) Notwithstanding anything contained herein to the contrary, "Collateral" shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software Excluded Assets nor any assets as 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 inis not granted pursuant to the following paragraph. Notwithstanding any of the other provisions set forth in this Section 3, such Assignor's rights thereunder or such Assignor's this Agreement shall not constitute a grant of a security interest pursuant in any Excluded Account or any other property (for so long as such property shall be considered Excluded Assets) to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under 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 applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Notwithstanding anything in this Agreement would give any party thereto (other than such Assignor) to the right to terminate its obligations thereunder; provided that the foregoing limitation contrary, United States intent-to-use trademark or service xxxx applications shall not affectbe included in the Collateral (and shall be considered Excluded Assets) to the extent that, limitand solely during the period in which, restrict or the grant of a security interest therein would impair the grant by an Assignor validity or enforceability of such intent-to-use trademark or service xxxx applications under Federal law; provided, however, that after such period, each Grantor acknowledges that such interest in such trademark or service xxxx applications shall be subject to a security interest in favor of the security interest pursuant to this Agreement Administrative Agent and shall be included in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameCollateral (and shall no longer be considered an Excluded Asset).
Appears in 1 contract
Grant of Security Interests. (a) As Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the Collateral Agent and the ABL Collateral Agent, as security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such the Cash Collateral Account;
(viiiv) all Patents and Copyrights Chattel Paper (including, without limitation, all Tangible Chattel Paper and all reissues, renewals or extensions thereofElectronic Chattel Paper);
(viiiv) all Commercial Tort Claims;
(vi) all Software and computer programs of such Assignor and all related licensing rights, documentation, drawings, specifications and schematics and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Trade Secret Rights, Trade Secrets Rightscustomer lists and all recorded data of any kind or nature, regardless of the medium or recording;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) 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 moneysmonies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoingforegoing (in each case, excluding Exempted Deposit Accounts);
(x) all Documents;
(xi) all Equipment;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) all Software Marks and any renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data causes of action arising prior to or after the date hereof for infringement of any kind or nature, regardless of the medium of recordingMarks or unfair competition regarding the same;
(xviiixix) 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 Supporting Obligations; and
(xixxxii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "“Collateral"”); provided that (x) no Voting Equity Interests (which shall include, for this purpose, the Collateral that secures Convertible Preferred Equity Certificates issued by Aleris Luxembourg S.a. x.x.) of any Foreign Corporation which represents more than 65% of the Existing Senior Notes Obligations and total combined voting power of all classes of Voting Equity Interests of the Refinancing Senior Notes respective Foreign Corporation (with all Voting Equity Interests of the respective Foreign Corporation in excess of said 65% limit being herein called “Excess Foreign Corporation Equity Interests”) shall secure any direct Obligations of any U.S. Borrower (or guarantees of such Obligations by the respective Assignor) and such Excess Foreign Corporation Equity Interests shall secure Obligations of the respective Assignor only as a Specified guarantor of the Obligations of the German Borrower, and (y) each Assignor shall be limited required to Collateral owned pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Corporation at any time and from time to time acquired by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to which Non-Voting Equity Interests shall not be applied subject to the Existing 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 limitations described in respect of, the Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignorpreceding clause (x).
(b) Notwithstanding anything contained herein to the contrary, "Collateral" in no event shall not the Collateral include and no Assignor shall be deemed to have granted a security interest in, (x) Excluded Equipment or (y) any Copyrightof its right, Xxxxtitle or interest in any license, Patentcontract or agreement to which such Assignor is a party, Trade Secretto the extent, computer program or Software but only to the extent (and only for so long as) that such property is subject to a license license, contract or agreement or applicable law prohibits the terms of which prohibit an assignment of, or the granting of a security interest in, such Assignor's rights thereunder license, contract or agreement and such Assignor's grant prohibitions are not rendered invalid by Section 9-406 or Section 9-408 of the UCC, it being understood and agreed, however, any such excluded license, contract or agreement shall otherwise be subject to the security interests created by this Agreement (and shall become “Collateral” for all purposes of this Agreement) upon the receipt by such Assignor of any necessary approvals or waivers permitting the assignment thereof or the granting of a security interest pursuant to therein.
(c) The security interest of the Collateral Agent under this Agreement would give extends to all Collateral which any party thereto Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(other than such Assignord) Notwithstanding anything to the right to terminate its obligations thereunder; provided that contrary contained in this Section 1.1 or elsewhere in this Agreement, each Assignor and the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor Collateral Agent (on behalf of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.Secured Creditors) acknowledges and agrees that:
Appears in 1 contract
Samples: u.s. Security Agreement (Aleris International, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, in each case for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such the Cash Collateral Account;
(viiiv) all Patents and Copyrights Chattel Paper (including, without limitation, all Tangible Chattel Paper and all reissues, renewals or extensions thereofElectronic Chattel Paper);
(viiiv) all Commercial Tort Claims (including all Commercial Tort Claims described in Annex H hereto);
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rightstogether with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all insurance policiesEquipment;
(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 moneysmonies, 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;
(xvi) all Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) 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;
(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 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xixxxiii), collectively, the "“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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 The security interest of the Collateral Agent under this Agreement extends to the contrary, "Collateral" shall not include all Collateral which 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 ofAssignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the granting term 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameAgreement.
Appears in 1 contract
Samples: Security Agreement (Town Sports International Holdings Inc)
Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a first priority security interest (asubject to liens (i) As permitted under Section 7.3 of the Credit Agreement and (ii) in existence on the date hereof or otherwise having senior priority by operation of law) in all of the real and personal property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of its Applicable Obligations(whether at the stated maturity, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit by acceleration or otherwise) of the Secured Creditors as their interests may appearObligations, a continuing security interest inincluding, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquiredwithout limitation:
(ia) each and every Receivableall Accounts;
(iib) all Contracts, together with all Contract Rights arising thereunderChattel Paper;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(xiiic) all Commercial Tort Claims;
(xivd) 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 be deposited in any of the foregoingAccounts;
(xve) all Documents;
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles;
(i) all Goods;
(j) all Instruments;
(k) all Intellectual Property, Copyright Licenses, Trademark Licenses and Patent Licenses;
(l) all Inventory;
(m) all Investment PropertyProperty (including all Pledged Collateral);
(xvin) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing)Rights;
(xviio) 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 recordingMoney;
(xviiip) all Supporting ObligationsBooks and records pertaining to the Collateral;
(q) all other property not otherwise described above; and
(xixr) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (q) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the above, including this clause (xix), collectively, the "individual items comprising 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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 include, any CopyrightExcluded Assets. Notwithstanding any of the other provisions set forth in this Section 3, Xxxx, Patent, Trade Secret, computer program or Software to the extent such property is subject to this Agreement shall not constitute 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 in any property to this the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement would give or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any party thereto successor provision or provisions) of any relevant jurisdiction or any other applicable law (other than including the Bankruptcy Code) or principles of equity; provided, however, that such Assignor) security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the right extent severable, shall attach immediately to terminate its obligations thereunderany portion of the Collateral that does not result in such consequences; provided and provided, further, that the foregoing limitation shall not affect, be deemed to limit, restrict impair, or impair otherwise affect the grant by an Assignor of the security interest pursuant to this Agreement in any account Administrative Agent’s or any money other Secured Party’s continuing security interests in and liens upon any rights or other amounts interest of any Grantor in or to (i) monies due or to become due under or in connection with any described contract, lease, permit, license or license agreement (including, without limitation, in respect of any Receivables or Proceeds of Inventory), or (ii) any Proceeds from the sale, license, lease or other disposition of any such Copyrightcontract, Xxxxlease, Patentpermit, Trade Secret, computer program or Software or such license or agreement governing license agreement; and provided, further, that no United States intent-to-use trademark or service xxxx application shall be included in the sameCollateral to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service xxxx application under Federal law. After such period, each Grantor acknowledges that such interest in such trademark or service xxxx application shall be subject to a security interest in favor of the Administrative Agent and shall be included in the Collateral.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (TransMedics Group, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such the Cash Collateral Account;
(viiiv) all Patents and Copyrights Chattel Paper (including, without limitation, all Tangible Chattel Paper and all reissues, renewals or extensions thereofElectronic Chattel Paper);
(viiiv) 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, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rightstogether with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all insurance policiesEquipment;
(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 moneysmonies, 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;
(xvi) all Financial Assets;
(xvii) all Joint Venture Investment Property;
(xvixviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixix) 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;
(xx) all Notes;
(xxi) 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;
(xxii) all Permits;
(xxiii) all Security Entitlements and other Investment Property (to the extent not already covered by another clause of this Section 1.1(a));
(xxiv) 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;
(xviiixxv) all Supporting Obligations; and
(xixxxvi) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xixthe “Collateral”), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:acquired:-
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such the Cash Collateral Account;
(viiiv) all Patents and Copyrights Chattel Paper (including, without limitation, all Tangible Chattel Paper and all reissues, renewals or extensions thereofElectronic Chattel Paper);
(viiiv) 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, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rightstogether with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all insurance policiesEquipment;
(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 moneysmonies, 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;
(xvi) all Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) 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 Marks or unfair competition regarding the same;
(xix) all Patents and all causes of action arising prior to or after the date hereof for infringement of any Patents or unfair competition regarding the same;
(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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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 contained herein to clauses (a) and (b) of this Section 1.1, the contrary, "Collateral" payment and performance of the Obligations shall not include be secured by:
(i) any Copyrightvehicle covered by a certificate of title or ownership;
(ii) any contract, Xxxxlicense, Patentpermit or franchise owned or held by an Assignor on the Effective Date that validly prohibits, Trade Secret, computer program restricts or Software to requires the extent consent of a third party for the creation by such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting Assignor of a security interest inin such contract, license, permit or franchise (or in any rights or property obtained by such Assignor's Assignor under such contract, license, permit or franchise), except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; or
(iii) any rights thereunder or property owned or held by an Assignor on the Effective Date to the extent that any valid and enforceable law, statute or regulation applicable to such Assignor's grant rights or property or any contracted obligation binding on such rights or property prohibits, restricts or requires the consent of a third party for the creation of a security interest pursuant therein on the Effective Date, except to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunderextent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; provided that provided, that, notwithstanding the foregoing limitation in this subsection 1.1(c), any such contract, license, permit, franchise, rights and property described above shall not affectbe excluded from the Collateral only to the extent and for so long as such prohibition, limitrestriction or third party consent requirement continues validly to prohibit, restrict or impair require the grant by an Assignor consent of a third party for the creation of such security interest pursuant to this Agreement interest, and upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, the contracts, licenses, permits, franchises, rights and properties and the rights therein shall automatically be included in the Collateral, without further action on the part of any account Assignor, the Collateral Agent or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameSecured Creditor.
Appears in 1 contract
Samples: u.s. Security Agreement (Westborn Service Center, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the right, title and interest interest, powers, remedies, privileges and other benefits 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such the Cash Collateral Account;
(viiiv) all Patents and Copyrights Chattel Paper (including, without limitation, all Tangible Chattel Paper and all reissues, renewals or extensions thereofElectronic Chattel Paper);
(viiiv) 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, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rightstogether with all Contract Rights arising thereunder;
(viii) all Copyrights, together with all causes of action arising prior to or after the date hereof for infringement of any of the Copyrights or unfair competition regarding the same;
(ix) all insurance policiesEquipment;
(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 moneysmonies, 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;
(xvi) all Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) 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;
(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 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause the “Collateral”); provided that (xixx) no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) (i) any Excluded Account (so long as same remains an “Excluded Account” in accordance with the definition thereof), collectively(ii) any contract, license, agreement, instrument, document, permit or franchise that validly prohibits, restricts or requires the consent not obtained of a third party for the creation by such Assignor of a security interest in such contract, license, agreement, instrument, document, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, agreement, instrument, document, permit or franchise) except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC, and
(iii) any rights or property to the extent that any valid and enforceable law or statute or rule, regulation, guideline, order or directive of a governmental authority or agency applicable to such rights or property prohibits, restricts, or requires the consent of a third party for, or would result in the termination of such rights or property as a result of, the "creation of a security interest therein except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC (solely to the extent the UCC is controlling), (y) subject to the immediately succeeding proviso, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral"” shall not include) any licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits (and upon such grant of a security being lawful, whether because of a change of law, the obtaining of any necessary consents or otherwise, the security interests granted hereunder automatically (and without any further action) shall extend to such licenses and/or permits); 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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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" foregoing limitation shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to exclude 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 Section 1.1(a) in all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits, and (z) (i) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) the Voting Equity Interests of any party thereto Exempted Foreign Entity constituting more than 65% of the total combined voting power of all Voting Equity Interests of such Exempted Foreign Entity and (other than ii) subject to compliance with Section 10.12(b) of the Credit Agreement, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) any Equity Interests in US LEC PAC. For the avoidance of doubt, notwithstanding the preceding sentence, each Assignor shall be required to grant a security interest hereunder in 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Assignor.
(b) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor The security interest of the security interest pursuant to Collateral Agent under this Agreement in extends to all Collateral which any account Assignor may acquire, or with respect to which any money or other amounts due or to become due under Assignor may obtain rights, at any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing time during the sameterm of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, in each case for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all cash;
(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 (including all Commercial Tort Claims described in Annex D hereto);
(vi) all Domain Names, Trade Secrets, and other proprietary information, including financial data, personal information, customer lists, supplier lists, business plans, and data collections;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(iiiviii) all InventoryCopyrights;
(ivix) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 moneysmonies, 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 Investment PropertyInventory;
(xvi) all Investment Property and Securities Accounts;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) 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;
(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 writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of and any media on which the medium of recordingforegoing is recorded;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xixxxiii), collectively, the "“Collateral"”); provided that the Collateral that secures the Existing Senior Notes Obligations and the Refinancing Senior Notes Obligations of a Specified no Assignor shall be limited required to Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of grant a Subsidiary of Parent or of any Principal Property of any Specified Assignor security interest hereunder in (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the term “Collateral” shall not include) any Excluded Collateral Proceeds (so long as same remains “Excluded Collateral” in accordance with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignordefinition thereof).
(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 contained herein to the contrarycontrary contained in this Agreement, "Collateral" the Assignors shall not include be required to take any Copyrightactions to perfect the Collateral Agent’s security interest hereunder in motor vehicles, XxxxLetter-of-Credit Rights, Patentcash, Trade SecretDeposit Accounts and Securities Accounts, computer program or Software in each case except to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of that a security interest inin such types of Collateral can be perfected by (i) the filings of a UCC-1 (or similar) financing statement under the applicable UCC, (ii) in the case of Designated Deposit Accounts, by the execution and delivery of a Deposit Account Control Agreement in accordance with Section 9.18 of the Credit Agreement and (iii) in the case of Letter of Credit Rights, by taking the respective actions described in Section 3.8 hereof (and the representations, warranties and covenants contained in this Agreement with respect to a perfected security interest in such Assignor's rights thereunder Collateral shall be qualified to the extent provided in this Section 1.1(c)).
(d) Notwithstanding anything to the contrary contained in this Agreement, no security interest is assigned, transferred, pledged or such Assignor's granted in any “intent-to-use” application for registration of a Xxxx filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing with respect thereto of a verified “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act, to the extent that, and during the period in which, the assignment, transfer, pledge or grant of a security interest pursuant to this Agreement in such intent-to-use application would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor validity or enforceability of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due registration that issues from that intent-to-use application under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameapplicable federal law.
Appears in 1 contract
Samples: Security Agreement (Town Sports International Holdings Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appear, a continuing security interest in, all of the 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:
(i) each and every Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 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 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;
(xviii) all Supporting Obligations; and
(xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "Collateral"); provided that the Collateral that secures the Existing 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 other obligations of a Subsidiary of Parent or of any Principal Property of the Borrower or any Specified Assignor Restricted Subsidiary (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing New 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 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.due
Appears in 1 contract
Samples: Security Agreement (Rj Reynolds Tobacco Holdings Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does Each Grantor hereby sell, assign and transfer unto grants to the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearParties, a continuing security interest in, in all of the such Grantor’s right, title and interest of in and to the following property now owned or at any time hereafter acquired by such Assignor inGrantor or in which such Grantor now has or at any time in the future may acquire any right, to and under all title or interest (collectively, 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 followingObligations:
(a) all Accounts;
(b) all cash, whether now existing or hereafter Cash Equivalents and Deposit Accounts;
(c) all Chattel Paper;
(d) all Commercial Tort Claims described on Schedule 6 (as such schedule may be supplemented from time to time acquired:pursuant to Section 8.14(b));
(e) all Documents;
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles, including contract rights;
(i) each and every Receivableall Instruments, including the Pledged Notes;
(iij) all Contracts, together with all Contract Rights arising thereunderIntellectual Property;
(iiik) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited in any of the foregoing;
(xvl) all Investment Property;
(xvim) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing)Rights;
(xviin) 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 recordingother Goods;
(xviiio) all Supporting Obligationsbooks and records pertaining to the Collateral; and
(xixp) to the extent not otherwise included, all Proceeds and products of any of the Collateral and products of any and all of the foregoing (and all of the above, including this clause (xix), collectively, the "Collateral"); provided that the Collateral that secures the Existing Senior Notes Obligations collateral security and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited to Collateral owned guarantees given by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds Person with respect to any item of Collateral owned by a Specified Assignor the foregoing; provided, however, that are to be applied to notwithstanding any of the Existing Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the saleother provisions set forth in this Section 3.1, other disposition of or other realization upon, and other moneys received in respect of, the 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" this Agreement shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to the extent such property is subject to constitute a license or agreement the terms of which prohibit an assignment of, or the granting grant of a security interest in, and Collateral shall not include, (i) any leasehold interest in real property (and any Fixtures relating thereto) and any Fixtures relating to any owned real property to the extent that the Collateral Agent is not entitled to a security interest with respect to such Assignor's rights thereunder owned real property under the terms of the Credit Agreement; (ii) motor vehicles and other assets subject to certificates of title; (iii) pledges and security interests prohibited by any Requirement of Law of a Governmental Authority; (iv) Capital Stock in any person other than wholly owned Restricted Subsidiaries to the extent (A) not permitted by the terms of such person’s organizational or such Assignor's joint venture documents or (B) that the grant of a security interest pursuant therein would require the consent of any Person who owns such Capital Stock (other than Holdings or any of its Affiliates) which consent has not been obtained; (v) assets to this Agreement the extent a security interest in such assets would give result in material adverse tax consequences (including as a result of the operation of Section 956 of the IRS Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined by the Borrower; (vi) any lease, license or other agreement, any asset embodying rights, priorities or privileges granted under such leases, licenses or agreements, or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate, breach or invalidate such lease, license or agreement or purchase money arrangement or create a right of acceleration, modification, termination or cancellation in favor of any other party thereto (other than any Grantor) after giving effect to the applicable anti-assignment provisions of the New York UCC other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the New York UCC notwithstanding such Assignorprohibition; (vii) those assets as to which the right to terminate its obligations thereunder; provided Administrative Agent and the Borrower reasonably agree that the foregoing limitation shall not affect, limit, restrict cost of obtaining such a security interest or impair perfection thereof is excessive in relation to the grant by an Assignor benefit to the Lenders of the security interest pursuant to this Agreement be afforded thereby; (viii) in excess of 65% of the voting Capital Stock of (A) any account Foreign Subsidiaries or (B) any money Foreign Subsidiary Holding Company; (ix) any governmental licenses or other amounts due state or local franchises, charters and authorizations, to become due under any the extent security interests in such Copyrightlicenses, Xxxxfranchises, Patentcharters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the New York UCC; and (x) “intent-to-use” trademark applications (the foregoing described in clauses (i) through (x) are, Trade Secretcollectively, computer program or Software or such license or agreement governing the same“Excluded Collateral”).
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Scientific Games Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Obligations, each Assignor Obligor does hereby sell, collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearLessor, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of such Assignor Obligor in, to and under all of the following, whether now existing or hereafter from time to time acquired:acquired (collectively, the “Collateral”):
(i) each and every Receivableall Equipment (other than the Lease Equipment);
(ii) all Inventory;
(iii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) all EquipmentInstruments;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksGeneral Intangibles;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountAccounts;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereofInsurance Policies;
(viii) 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 Secrets RightsIntellectual Property;
(ix) all insurance policiesChattel Paper;
(x) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper Investment Property and all Electronic Chattel Paper), Documents and InstrumentsFinancial Assets;
(xi) all PermitsDeposit Accounts;
(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 be deposited in any of the foregoing;
(xv) all Investment Property;
(xvi) all Letter-of-Credit Rights Rights;
(whether or not the respective letter of credit is evidenced by a writing)xiii) all Goods;
(xiv) all Commercial Tort Claims, including, without limitation, each Specified Commercial Tort Claim;
(xv) all Documents;
(xvi) all Fixtures;
(xvii) all Software Supporting Obligations relating to any 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 recordingforegoing;
(xviii) all Supporting Obligationsbooks, records, ledgers, printouts, computer recording media, data files, tapes, file materials and other papers containing information relating to any and all items of Collateral; and
(xix) to the extent not covered 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 and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignorforegoing.
(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 The security interests 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 Lessor under this Agreement would give any party thereto (other than such Assignor) the right extends to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor all Collateral of the security interest pursuant kind which is the subject of this Lease which Lessee may acquire at any time during the continuation of this Lease.
(c) The capitalized terms used in this Section 10.1 shall have the meanings given to this Agreement them in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameUCC.
Appears in 1 contract
Samples: Lease Agreement (Geokinetics Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the First-Lien Collateral Agent, and does hereby pledge and grant to the First-Lien Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash and Cash Equivalents;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksCommercial Tort Claims;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such 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 proprietary information of such Assignor, including, including but not limited toto all Software, Trade Secrets Rights;
(ix) 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 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 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;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Deposit Accounts and all other demand, deposit, time, savings, cash management and passbook accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited in any of the foregoing;
(x) all Documents;
(xi) all Domain Names;
(xii) all Equipment;
(xiii) all General Intangibles;
(xiv) all Goods;
(xv) all Instruments;
(xvi) all Inventory;
(xvii) all Investment Property;
(xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xix) all Marks;
(xx) all Patents;
(xxi) all Permits;
(xxii) all Supporting Obligations;
(xxiii) all Trade Secret Rights; and
(xixxxiv) all Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (except to the extent such proceeds would independently be excluded pursuant to said sentence) (all of the above, the “Collateral”). Notwithstanding anything to the contrary contained above, in no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which any Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term in the case of preceding clause (i) or (ii), as applicable) would be rendered ineffective pursuant to Sections 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 applicable law (including the Bankruptcy Code) or principles of equity), provided, however, that the security interests hereunder shall attach (x) immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) and (y) to any property or assets described above in this clause (xix)a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, collectively, or (b) more than 65% of the "Collateral")Voting Equity Interests of any Foreign Corporation; provided that the Collateral that secures the Existing Senior Notes Obligations and the Refinancing Senior Notes Obligations of a Specified each Assignor shall be limited required to Collateral owned pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified AssignorForeign Corporation.
(b) The security interest of the First-Lien 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 contained herein to the contrary, "Collateral" the relative rights and remedies of First-Lien Collateral Agent shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to the extent such property is be subject to a license or agreement and governed by the terms of which prohibit an assignment ofthe Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any inconsistency between the terms hereof and the Intercreditor Agreement, 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 Intercreditor Agreement would give shall control at any party thereto (other than such Assignor) time the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Intercreditor Agreement is in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameeffect.
Appears in 1 contract
Samples: Security Agreement (RCN Corp /De/)
Grant of Security Interests. (a) As security for the prompt Each Grantor hereby unconditionally grants, assigns and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto pledges to the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of itself and the Secured Creditors as their interests may appearother Second Priority Obligees, a continuing security interest in(the “Security Interest”) in all personal property of such Grantor whether now owned or hereafter acquired or arising and wherever located, all of the including but not limited to such Grantor’s right, title and interest of such Assignor in, in and to and under all of the following, whether now existing or hereafter from time to time acquired:following (the “Collateral”):
(i) each and every ReceivableAccounts;
(ii) all Contracts, together with all Contract Rights arising thereunderBooks;
(iii) all InventoryChattel Paper (whether tangible or electronic);
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(v) Money, Cash Equivalents, or other assets of such Grantor that now or hereafter come into the possession, custody or control of the Collateral Agent (or its agent or designee);
(vi) Documents, including all negotiable and nonnegotiable Documents covering any Inventory, Equipment or other Collateral;
(vii) General Intangibles (including, without limitation, all Payment Intangibles, Intellectual Property and Intellectual Property Licenses);
(viii) Goods, including, without limitation, all Equipment, Fixtures and Inventory;
(ix) Rights under insurance contracts covering any Inventory, Equipment, Documents or other Collateral;
(x) Instruments (including, without limitation, all Promissory Notes);
(xi) Investment Property and any interests in Capital Stock, Equity Interests and Indebtedness;
(xii) Letter-of-Credit Rights;
(xiii) Pledged Collateral;
(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 be deposited in any of the foregoingSecurities Accounts;
(xv) all Investment PropertyCommodities Accounts;
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing)Supporting Obligations;
(xvii) All other tangible and intangible personal property of each Grantor (whether or not subject to the UCC), including, without limitation, all Software bank and other accounts and all Software licensing rightscash and all investments therein, all writingsproceeds, plansproducts, specifications offspring, accessions, rents, profits, income, benefits, substitutions and schematicsreplacements of and to any of the property of a Grantor described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all engineering drawingscauses of action, customer lists, goodwill claims and licenseswarranties now or hereafter held by such Grantor in respect of any of the items listed above), and all recorded data books, correspondence, files and other Records, including, without limitation, all tapes, disks, cards, Software, data, computer programs, and instructions for execution by a computer processor (including the code in such Software, computer programs, or instructions) in the possession or under the control of such Grantor or any kind other Person from time to time acting for such Grantor that at any time evidence or nature, regardless contain information relating to any of the medium property described in the preceding clauses of recording;this Section 2 or are otherwise necessary or helpful in the collection or realization thereof; and
(xviii) all Supporting Obligations; and
(xix) Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral; in each case, howsoever the Grantor’s interest therein may arise or appear (all of the abovewhether by ownership, including this clause (xixSecurity Interest, claim or otherwise), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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, "the term “Collateral" ” shall not include any Copyrightinclude, Xxxx, Patent, Trade Secret, computer program and no Grantor is pledging or Software to the extent such property is subject to otherwise granting a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest Security Interest hereunder in, any of such Assignor's rights thereunder Grantor’s right, title or interest in the following assets (the “Excluded Assets”):
(i) Light trucks and other non-commercial passenger motor vehicles; owned or leased by such Assignor's grant Grantor;
(ii) Any lease or sublease (whether in respect of personal property or Real Property) in which the Grantor’s interest therein is solely as 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 affect, limit, restrict lessee or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.sublessee;
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Secured Obligations, each Assignor Grantor does hereby pledge, sell, assign and transfer unto the Collateral Administrative Agent, and does hereby grant to the Collateral Agent Administrative Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing of each Grantor, whether now existing or hereafter from time to time acquired:arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunderGoods;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksDocuments;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountInstruments;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereofChattel Paper;
(viii) all computer programs of such Assignor and Money;
(ix) all intellectual property rights therein and all other proprietary information of such AssignorDeposit Accounts, including, but not limited to, Trade Secrets Rights;
(ix) the Collateral Concentration Account and all insurance policiesControlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Account or otherwise held for the credit thereof;
(x) all other GoodsSecurities Accounts, General Intangiblestogether with all Financial Assets credited therein from time to time, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper)Financial Assets, Documents monies, securities, cash and Instrumentsother property held therein or credited thereto;
(xi) all PermitsInvestment Property;
(xii) all cashFixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) 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 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)Intellectual Property;
(xvii) 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 Letter of any kind or nature, regardless of the medium of recordingCredit Rights;
(xviii) all Supporting Obligations; andPayment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiii) all Proceeds and products Products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignorforegoing.
(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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Samples: Pledge and Security Agreement (American Dental Partners Inc)
Grant of Security Interests. (a) As Subject to 1.1(c) and Section 1.1(d), as security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of its Applicable Obligations, each Assignor does in order to induce the Secured Creditors to enter into the Note Purchase Agreement the Assignors do hereby sell, assign and transfer unto the Collateral Agent, and does do hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the right, title and interest of such each Assignor in, to and under all of the following, following (in each case whether now existing or hereafter from time to time acquired:):
(i) each and every ReceivableAccount (other than Accounts pledged by each Assignor to any Person advancing funds under a bona fide receivables-based, purchase order-based, or inventory-based line offered under its factoring arrangement or similar financing scheme (each a "Collateralized Line of Credit"));
(ii) all cash;
(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 Assignors and all intellectual property rights therein and all other proprietary information of the Assignors, 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 (other than Contracts or Contract Rights pledged to any Person advancing funds under a Collateralized Line of Credit);
(iiivi) all InventoryCopyrights;
(ivvii) all Equipment, except for such Equipment as listed in Schedule I;
(vviii) all Documents (other than Documents pledged to any Person advancing funds under a Collateralized Line of Credit);
(ix) all Equipment in the name of any subsidiary of Assignors not otherwise already pledged;
(x) all General Intangibles;
(xi) all Goods;
(xii) all Instruments not otherwise pledged pursuant to the Collateralized Line of Credit (other than Instruments pledged to any Person advancing funds under a Collateralized Line of Credit);
(xiii) all Inventory created after the date hereof and pledged to any Person advancing funds under a Collateralized Line of Credit;
(xiv) all Investment Property;
(xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor the Assignors symbolized by the Marks;
(vixvi) the Cash Collateral Account established all Patents except for such Assignor and all moneys, securities and instruments deposited sublicenses or required to be deposited in such Cash Collateral Accountlicenses;
(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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(xixvii) 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 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);
(xviixviii) 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;
(xviiixix) all Supporting Obligations;
(xx) all manuals, training material, diagrams, know how and other necessary or useful materials to utilize Assignors' trade secrets and other business intangibles; and
(xixxxi) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignorexcept as noted below.
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which the Assignors may acquire, or with respect to which the Assignors may obtain rights, at any time during the term of this Agreement except as described below.
(c) Notwithstanding anything contained herein to the contrarycontrary set forth herein, "Collateral" the Collateral shall not include any Copyrightinterest in the assets set forth on Schedule 1.1(c).
(d) The Assignors will be allowed to enter into a Collateralized Line of Credit and to grant first-priority security interests in their accounts receivable purchase orders and inventory created after the date hereof to secure such Collateralized Line of Credit, Xxxxprovided that (i) at least fifty percent (50%) (in dollar terms of the principal amount) of the holders of Notes approve such Collateralized Line of Credit in writing, Patent, Trade Secret, computer program or Software and (ii) the advance rate of such Collateralized Line of Credit shall be at least sixty percent (60%) of the value of the Collateral so pledged. Any assets so pledged shall not constitute Collateral if and 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameso pledged.
Appears in 1 contract
Samples: Security Agreement (Emagin Corp)
Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property (aother than Excluded Property) As now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of its Applicable Obligations(whether at the stated maturity, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit by acceleration or otherwise) of the Secured Creditors as their interests may appear, a continuing security interest in, Obligations:
(a) all Accounts;
(b) all Chattel Paper;
(c) all Deposit Accounts;
(d) all Documents;
(e) all Equipment;
(f) all Fixtures;
(g) all General Intangibles;
(h) all Goods not covered by the other clauses of the 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:this Section 3;
(i) each and every Receivableall Instruments, including the Pledged Notes;
(iij) all Contracts, together with all Contract Rights arising thereunderPledged Stock;
(iiik) all Intellectual Property;
(l) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited in any of the foregoing;
(xvm) all Investment Property;
(xvin) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing)Rights;
(xviio) all Software Commercial Tort Claims described on Schedule 5 and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of on any kind or nature, regardless of supplement thereto received by the medium of recordingAdministrative Agent;
(xviiip) all Supporting Obligationsother tangible and intangible personal property not otherwise described above;
(q) all books and records pertaining to the Collateral; and
(xixr) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing (and all of the above, including this clause (xix), collectively, the "Collateral"); provided that the Collateral that secures the Existing Senior Notes Obligations collateral security and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited to Collateral owned guarantees given by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds Person with respect to any item of Collateral owned by a Specified Assignor the foregoing; provided, however, that are to be applied to notwithstanding any of the Existing Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the saleother provisions set forth in this Section 3.1, other disposition of or other realization upon, and other moneys received in respect of, the 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameExcluded Property.
Appears in 1 contract
Samples: Bridge Credit Agreement (Exar Corp)
Grant of Security Interests. (a) As security for Each Grantor hereby grants to the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Pari Passu Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearParties, a continuing security interest in, in all of the such Grantor’s right, title and interest of in and to the following property now owned or at any time hereafter acquired by such Assignor inGrantor 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 under all 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 followingSecured Obligations:
(a) all Accounts, whether now existing or hereafter including all Receivables;
(b) all Cash Equivalents and Deposit Accounts;
(c) all Chattel Paper;
(d) all Commercial Tort Claims described on Schedule 3 (as such schedule may be supplemented from time to time acquired:pursuant to Section 6.2(b) of the Credit Agreement); LEGAL_US_E # 147951469.7
(e) all Documents;
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles, including contract rights;
(i) each and every Receivableall 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);
(iij) all ContractsIntellectual Property (including all Copyright Licenses, together with all Contract Rights arising thereunderPatent Licenses and Trademark Licenses);
(iiik) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited in any of the foregoing;
(xvl) all Investment Property;
(xvim) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing)Rights;
(xviin) all Software and Money;
(o) all Software licensing rightsPledged Securities;
(p) all other Goods;
(q) all books, all writingsrecords, plansledger cards, specifications and schematicsfiles, all engineering drawingscorrespondence, customer lists, goodwill blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and licenses, other electronic storage media and all recorded related data of processing software and similar items that at any kind time evidence or nature, regardless contain information pertaining to any of the medium of recording;
(xviii) all Supporting ObligationsCollateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(xixr) to the extent not otherwise included, all Proceeds Proceeds, products, accessions, rents and profits of any of the Collateral and products of any and all of the foregoing (and all of the above, including this clause (xix), collectively, the "Collateral"); provided that the Collateral that secures the Existing Senior Notes Obligations collateral security and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited to Collateral owned guarantees given by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds Person with respect to any item of Collateral owned by a Specified Assignor the foregoing; provided, however, that are to be applied to notwithstanding any of the Existing Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the saleother provisions set forth in this Section 3.1, other disposition of or other realization upon, and other moneys received in respect of, the 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in granted hereunder shall not cover, and the term “Collateral” shall not include, (i) Excluded Accounts or (ii) any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameExcluded Collateral.
Appears in 1 contract
Samples: Term Loan Guarantee and Collateral Agreement (Revlon Inc /De/)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Obligations, each Assignor Pledgor does hereby sell, collaterally assign and transfer unto the Collateral AgentAgent for the benefit of the Secured Creditors, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appear, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, all of the right, title and interest of such Assignor Pledgor in, to and under all of the following, whether now existing or hereafter from time to time acquired:acquired (collectively, the “Collateral”):
(i) each and every Receivableall Equipment;
(ii) all Inventory;
(iii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) all EquipmentInstruments;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksGeneral Intangibles;
(vi) all Accounts;
(vii) all Insurance Policies;
(viii) all Intellectual Property;
(ix) all Chattel Paper;
(x) all Investment Property and Financial Assets;
(xi) all Deposit Accounts, including, without limitation, the Cash Collateral Account established for such Assignor the Pledgors and all moneysmonies, securities and instruments deposited or required to be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited in any of the foregoing;
(xv) all Investment Property;
(xvi) all Letter-of-Credit Rights Rights;
(whether or not the respective letter of credit is evidenced by a writing)xiii) all Goods;
(xiv) all Commercial Tort Claims, including, without limitation, each Specified Commercial Tort Claim;
(xv) all Documents;
(xvi) all Fixtures;
(xvii) all Software Supporting Obligations relating to any 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 recordingforegoing;
(xviii) all Supporting Obligationsbooks, records, ledgers, printouts, computer recording media, data files, tapes, file materials and other papers containing information relating to any and all items of Collateral; and
(xix) to the extent not covered 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 and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignorforegoing.
(b) Notwithstanding anything contained herein to The security interests of 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 Collateral Agent under this Agreement would give any party thereto (other than such Assignor) the right extends to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor all Collateral of the security interest pursuant to kind which is the subject of this Agreement in which each Pledgor may acquire at any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing time during the samecontinuation of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the relevant Secured Creditors as their interests may appear, a continuing security interest in, all of the 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:
(i) each and every Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 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 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;
(xviii) all Supporting Obligations; and
(xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "“Collateral"”); provided that notwithstanding the foregoing, (x) the Collateral that secures the Existing Senior Notes Obligations and the Refinancing Senior Notes Obligations of a Specified Existing Senior Notes Assignor shall be limited to Designated Existing Senior Notes Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral")Existing Senior Notes Assignor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Existing Senior Notes Assignor, 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 Existing 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 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, XxxxMxxx, 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 any Assignor's ’s rights thereunder or such Assignor's ’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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, XxxxMxxx, 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 Rights 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 held by any Assignor and (z) at any time prior to the exchange of at least 51% in aggregate principal amount of each series of Existing Senior Notes for Exchange Senior Notes pursuant to the Existing 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), 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, 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 than (x) Collateral of the type described in clauses (v), (vi), (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 relevant jurisdiction.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors (and, to the extent the following constitutes "COLLATERAL" under, and as their interests may appeardefined in, the Original U.S. Security Agreement, does hereby reconfirm (without interruption) its assignment, transfer, pledge and grant to the Collateral Agent under the Original U.S. Security Agreement of), a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all cash;
(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;
(iiiviii) all Copyrights;
(ix) all Equipment;
(x) all Units and Unit Certificates and MSO's;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(ivxvi) all EquipmentInvestment Property;
(vxvii) 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 goodwill of the business of such Assignor symbolized by the Marks;
(vixix) 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 Cash Collateral Account established for medium of recording;
(xxii) all Supporting Obligations;
(xxiii) all of such Assignor 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 Cash Collateral Collection Accounts or Lock Box Addresses;
(xxiv) the Disbursement Account and all moneys deposited or required to be deposited in such Disbursement Account;
(viixxv) all Patents and Copyrights the Concentration Account and all reissuesmoneys, renewals securities and instruments deposited or extensions thereofrequired to be deposited in such Concentration Account;
(viiixxvi) 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 computer programs rights of such Assignor and all intellectual property rights therein and all other proprietary information of under each such Assignor, including, but not limited to, Trade Secrets Rightsagreement;
(ixxxvii) the Concentration Account Agreement and each other agreement entered into by such Assignor with the Concentration Account Bank and all insurance policiesrights of such Assignor under each such agreement;
(xxxviii) the DB Account and all moneys, securities and instruments deposited or required to be deposited in the DB Account;
(xxix) 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 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 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;
(xviii) all Supporting Obligations; and
(xixxxx) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "CollateralCOLLATERAL"); 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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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 contained herein to the contrarycontrary contained in this Section 1.1 or elsewhere in this Agreement, in the event of any conflict between the provisions of this Agreement, the 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 more 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, (w) the Second Lien Creditors shall not have a security interest in, and the grant of security interests pursuant to this Agreement for the benefit of the Second Lien Creditors shall not extend to, any Second Lien Excluded Collateral, and with respect to the 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 CopyrightCollateral owned by Holdings or in which Holdings has any direct right, Xxxxtitle or interest, Patentthe 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 Second Lien Obligations for any purpose whatsoever, Trade Secret, computer program or Software (y) to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or 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 consent, the Second Lien Creditors shall not have a security interest in, such Assignor's rights thereunder or such Assignor's and the grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) for the right to terminate its obligations thereunder; provided that benefit of the foregoing limitation Second Lien Creditors shall not affectextend to, limitany 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, restrict or impair the Second Lien Creditors shall not have a security interest in, and the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under for the benefit of the Second Lien Creditors that not extend to, any such Copyright, Xxxx, Patent, Trade Secret, computer program assets or Software or such license or agreement governing the sameproperty.
Appears in 1 contract
Samples: u.s. Security Agreement (Williams Scotsman of Canada Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Obligations, each Assignor does hereby sell, collaterally assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, all of the 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:
: (i) each and every Receivable;
, (ii) all Contracts, together with all Contract Rights arising thereunder;
, (iii) all Inventory;
, (iv) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment;
, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such Cash Collateral Account;
(vii) all Patents and Copyrights Copyrights, and all reissues, renewals or extensions thereof;
, (viii) 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 Secrets Rights;
Secrets, (ix) 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;
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 be deposited in any of than the foregoing;
(xv) all Investment Property;
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writingPledged 201 EXHIBIT I Page 3 Securities);
(xvii) 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;
(xviii) all Supporting Obligations; and
(xixx) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 security interests of 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 Collateral Agent under this Agreement would give any party thereto (other than such Assignor) the right extend to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor all Collateral of the security interest pursuant to kind which is the subject of this Agreement in which any account or Assignor may acquire at any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing time during the samecontinuation of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such the Cash Collateral Account;
(viiiv) all Patents and Copyrights Chattel Paper (including, without limitation, all Tangible Chattel Paper and all reissues, renewals or extensions thereofElectronic Chattel Paper);
(viiiv) 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, including but not limited to, to Domain Names and Trade Secrets Secret Rights;
(ixvii) all insurance policiesContracts, together with all Contract Rights arising thereunder;
(xviii) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and InstrumentsEquipment;
(xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xivix) 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 moneysmonies, 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;
(xvi) all Financial Assets;
(xvii) all Joint Venture Investment Property;
(xvixviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixix) 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 recordingNotes;
(xviiixx) all Permits;
(xxi) all Security Entitlements and other Investment Property (to the extent not already covered by another clause of this Section 2.1(a));
(xxii) all Supporting Obligations;
(xxiii) all Fixtures;
(xxiv) all other goods and personal property, whether tangible or intangible; and
(xixxxv) all Proceeds and products of of, and all accessions to, substitutions and replacements for, and rents, profits and products of, any and all of the foregoing (all of the above, including this clause (xixthe “Collateral”), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Samples: First Lien Guarantee and Collateral Agreement (Lee Enterprises, Inc)
Grant of Security Interests. (a) As The Debtor does hereby grant unto the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appear, a continuing security interest in, in all of the right, title and interest of such Assignor the Debtor in, to and under all of the followingpersonal property and fixtures (and all rights therein) of the Debtor, or in which or to which the Debtor has any rights, in each case whether now existing or hereafter from time to time acquired:, including each of the following, except to the extent any such property constitutes Excluded Collateral (collectively, the "Collateral"):
(i) each and every Receivableall Accounts;
(ii) all Contracts, together with all Contract Rights arising thereunderAs-Extracted Collateral;
(iii) all Inventorycash;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash any Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such Cash any Collateral Account;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Subject Commercial Tort Claims;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereof;
(viii) all computer programs of such Assignor the Debtor and all intellectual property rights therein and all other proprietary information of such Assignorthe Debtor, including, but not limited towithout limitation, Domain Names and Trade Secrets Secret Rights;
(ixviii) all insurance policiesCopyrights;
(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;
(xivix) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor the Debtor with any Person and all moneysmonies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(x) all Documents;
(xi) all Equipment;
(xii) all General Intangibles, including, without limitation, all Payment Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not Marks, together with the respective letter registrations and right to all renewals thereof, and the goodwill of credit is evidenced the business of the Debtor symbolized by a writing)the Marks;
(xviixviii) all Software and Patents;
(xix) all Software licensing rights, Permits;
(xx) 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;
(xviiixxi) all Supporting ObligationsObligations (other than Letter-of-Credit Rights);
(xxii) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by the Debtor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;
(xxiii) all other personal property of any kind or type whatsoever; and
(xixxxiv) to the extent not otherwise included, all Accessions, Proceeds and products of any and all of the foregoing (all of the aboveforegoing, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor Excluded Collateral (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral extent such Accessions, Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated Collateral of such Specified Assignor, with such Collateral Proceeds to products are not also be applied ratably to all other Applicable Obligations of such Specified AssignorExcluded Collateral).
(b) Notwithstanding anything contained herein to the contrarycontrary herein, the term "Collateral" shall not include any Copyrightinclude, 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 affect, limit, restrict or impair the grant by an Assignor of and the security interest pursuant to granted under this Agreement in any account or any money or other amounts due or shall not attach to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.following (the "Excluded Collateral"):
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Secured Obligations, each Assignor the Grantor does hereby sell, pledge and collaterally assign and transfer unto the Collateral AgentLender, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearCreditor, a continuing security interest in, all of the right, title and interest of such Assignor the Grantor in, to and under all of the followingfollowing of the Grantor, whether now existing or hereafter from time to time acquired:arising or acquired and wherever located (collectively, the "Collateral"):
(i) all Accounts, including, without limitation, each and every Account Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunderGoods;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksDocuments;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountInstruments;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereofChattel Paper;
(viii) all computer programs of such Assignor and Money;
(ix) all intellectual property rights therein and all other proprietary information of such AssignorDeposit Accounts, including, but not limited to, Trade Secrets Rights;
(ix) the Collateral Concentration Account and all insurance policiesControlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all other GoodsFinancial Assets credited therein from time to time, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper)Financial Assets, Documents monies, securities, cash and Instrumentsother property held therein or credited thereto;
(xi) all PermitsInvestment Property;
(xii) all cashFixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) 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 be deposited in any of the foregoing;
(xv) all Investment Property;
(xvi) all Letter-of-Letter of Credit Rights (whether or not the respective letter of credit is evidenced by a writing)Rights;
(xvii) 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 recordingPayment Intangibles;
(xviii) all Supporting Obligations; andPromissory Notes;
(xix) all Supporting Obligations;
(xx) all Permits;
(xxi) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable law;
(xxii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiii) Proceeds and products Products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignorforegoing.
(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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Samples: Pledge and Security Agreement (Igi Laboratories, Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in and a lien on all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such the Cash Collateral Account;
(viiiv) all Patents and Copyrights Chattel Paper (including, without limitation, all Tangible Chattel Paper and all reissues, renewals or extensions thereofElectronic Chattel Paper);
(viiiv) 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, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rightstogether with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all insurance policiesEquipment;
(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 moneysmonies, 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;
(xvi) all Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) 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;
(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 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xixthe “Collateral”), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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. Notwithstanding anything to the contrary contained herein, the term “Collateral” shall not include, and the security interest granted under this Agreement shall not attach to: (A) any lease, license, Permit, contract or agreement to which any Assignor is a party to the extent (but only to the extent) that the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Assignor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, ‘license, Permit or agreement (other than, in either case, (x) to the extent that any such term would be 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 applicable law (including any Bankruptcy Code) or principles of equity or (y) to the extent that the other party has consented to the assignment thereof pursuant to the terms hereof or pursuant to an assignment for security purposes generally or such prohibition otherwise no longer exists), (B) leasehold interests in real property with respect to which any Assignor is a tenant or subtenant to the extent that a security interest therein cannot be perfected solely by filing a UCC-1 financing statement (or similar instrument) under the UCC of any applicable jurisdiction, (C) any trademark applications filed on an intent-to-use basis (until the issuance of a registration or the filing of a statement of use for such application), (D) except in the circumstances and to the extent provided by Section 9.17 of the Credit Agreement, the Voting Equity Interests (as defined in the Pledge Agreement) of any Exempted Foreign Entity (as defined in the Pledge Agreement) in excess of 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (E) motor vehicles covered by certificates of title or ownership to the extent that a security interest therein cannot be perfected solely by filing a UCC-1 financing statement (or similar instrument) under the UCC of any applicable jurisdiction, (F) property or assets owned by an Assignor that are subject to a Permitted Lien described in Section 10.01(vi) or (vii) of the Credit Agreement for so long as such Permitted Lien is in effect and the Indebtedness secured thereby otherwise prohibits any other Liens thereon, but only for so long as such prohibition exists and is effective and valid, (G) Excluded Deposit Accounts and (H) Proceeds and products from any and all of the assets described in the foregoing clauses (A) through (G), unless such Proceeds and products would otherwise constitute Collateral securing the Obligations in the absence of this sentence. Notwithstanding anything 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 lien and security interest in, such Assignor's rights thereunder or such Assignor's grant of a security interest granted pursuant to this Agreement would give and the exercise of any party thereto (other than such Assignor) right or remedy hereunder are subject to the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor provisions of the security interest pursuant to Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any conflict between the terms 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 any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameeffect.
Appears in 1 contract
Grant of Security Interests. (a) As In addition to the security for interest and Liens provided in the prompt and complete payment and performance when due of all of its Applicable ObligationsOrders, each Assignor does Grantor hereby sell, assign and transfer unto grants to the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors Parties, in each case subject to the Interim Order (as their interests the same may appearbe amended, supplemented or otherwise modified by the Final Order), a continuing security interest in, in all of the such Grantor’s right, title and interest of in and to the following property now owned or at any time hereafter acquired by such Assignor inGrantor 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 under all 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 followingSecured Obligations:
(a) all Accounts, whether now existing or hereafter including all Receivables;
(b) all Cash Equivalents and Deposit Accounts;
(c) all Chattel Paper;
(d) all Commercial Tort Claims described on Schedule 4 (as such schedule may be supplemented from time to time acquired:pursuant to Section 6.2(b) of the DIP ABL Credit Agreement);
(e) all Documents;
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles, including contract rights;
(i) each and every Receivableall 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);
(iij) all ContractsIntellectual Property (including all Copyright Licenses, together with all Contract Rights arising thereunderPatent Licenses and Trademark Licenses);
(iiik) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited in any of the foregoing;
(xvl) all Investment Property;
(xvim) all Letter-of-Credit Rights Rights;
(whether n) all Money;
(o) all Pledged Securities;
(p) all other Goods;
(q) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or not contain information pertaining to any of the respective letter Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;
(r) all Real Property;
(s) subject to entry of credit is evidenced by a writingthe Final Order, Avoidance Proceeds;
(t) all DIP Collateral (as defined in the Orders);
(xviiu) all Software and all Software licensing rightssubject to the Orders, all writingsother unencumbered property, planswhich was unencumbered prior to the date hereof, specifications of the same manner, type and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data scope of any kind or nature, regardless of the medium of recording;
foregoing property referenced in (xviiia) all Supporting Obligationsthrough (t) above; and
(xixv) to the extent not otherwise included, all Proceeds Proceeds, products, accessions, rents and profits of any of the Collateral and products of any and all of the foregoing (and all of the above, including this clause (xix), collectively, the "Collateral"); provided that the Collateral that secures the Existing Senior Notes Obligations collateral security and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited to Collateral owned guarantees given by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds Person with respect to any item of Collateral owned by a Specified Assignor the foregoing; provided, however, that are to be applied to notwithstanding any of the Existing Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the saleother provisions set forth in this Section 3.1, other disposition of or other realization upon, and other moneys received in respect of, the 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in granted hereunder shall not cover, and the term “Collateral” shall not include, (i) Excluded Accounts or (ii) any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameExcluded Collateral.
Appears in 1 contract
Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of its Applicable such Assignor’s Obligations, each such Assignor does hereby sellpledge, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearParties, subject to Section 1.3, a continuing security interest in, all of the 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:
: (i) all cash, deposit accounts, 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) each and every Receivable;
, (iiiii) all Contracts, together with all Contract Rights arising thereunder;
(iii) , and all Inventory;
equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iv) all Equipment;
Inventory, (v) any cash collateral account established with respect to such 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 registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such Cash Collateral Account;
(viiviii) all Patents and Copyrights Copyrights, and all reissues, renewals or extensions thereof;
, (viiiix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignorinformation, including, but not limited to, Trade Secrets Rights;
Secrets, (ixx) all insurance policies;
vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xxi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; 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 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 other personal property of such Assignor, whether now owned or hereafter acquired, (xv) all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor documents of title evidencing or issued with any Person and all moneys, securities, Instruments and other investments deposited or required respect to be deposited in any of the foregoing;
(xv) all Investment Property;
, and (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 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;
(xviii) all Supporting Obligations; and
(xix) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, including this clause (xix)as limited below, collectively, the "“New Collateral"” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided provided, however, that the Collateral that secures the Existing Senior Notes Obligations security interests granted hereunder shall not cover any Assignor’s right, title and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited to Collateral owned by such Specified Assignor consisting of interest in any shares of stock(1) Contract, indebtedness lease, license or other obligations of agreement which by its terms expressly prohibits in a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 legally valid manner the granting of a security interest intherein, such Assignor's rights thereunder (2) any asset described in clauses (t) or such Assignor's (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) of the Credit Agreement, to the extent 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 Headquarters Loan Agreement) hereunder); and (3) capital stock not required pursuant to this Section 7.10(c) or 7.10(e) of the Credit Agreement would give any party thereto to be pledged hereunder.
(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 deemed to have knowledge of such matters.
(c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor) the right ’s part to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict be performed or impair the grant by an Assignor observed under or in respect of any of the security interest pursuant Collateral pledged by it hereunder or from any liability to any 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 in any account or any money other Loan Document, or in respect of the Collateral pledged by it hereunder or 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 amounts due or obligations hereunder.
(d) The security interests of the Collateral Agent under this Agreement extend to become due under all Collateral of the kind which is the subject of this Agreement which any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing Assignor may acquire at any time during the samecontinuation of this Agreement.
Appears in 1 contract
Samples: Security Agreement (Huntsman Petrochemical Finance Co)
Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of its Applicable Obligations(whether at the stated maturity, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit by acceleration or otherwise) of the Secured Creditors as their interests may appearObligations:
(a) all Accounts;
(b) all Chattel Paper;
(c) all Commercial Tort Claims, a continuing security interest in, including all of the right, title and interest of such Assignor in, to and under Commercial Tort Claims listed in Schedule 8 hereto;
(d) all of the following, whether now existing or hereafter from time to time acquired:Deposit Accounts;
(e) all Documents; Guarantee & Collateral Agreement
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles;
(i) each and every Receivableall Goods;
(iij) all Contracts, together with all Contract Rights arising thereunderInstruments;
(iiik) all Intellectual Property;
(l) all Inventory;
(ivm) all EquipmentInvestment Property (including all Pledged Collateral);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 be deposited in any of the foregoing;
(xv) all Investment Property;
(xvin) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing)Rights;
(xviio) 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 recordingMoney;
(xviiip) all Supporting ObligationsBooks and records pertaining to the Collateral
(q) all other property not otherwise described above; and
(xixr) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (q) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the above, including this clause (xix), collectively, the "individual items comprising 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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 include, any CopyrightExcluded Assets. Notwithstanding any of the other provisions set forth in this Section 3, Xxxx, Patent, Trade Secret, computer program or Software to the extent such property is subject to this Agreement shall not constitute 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 in any Excluded Assets or any property to this Agreement would give the extent that such grant of a security interest is prohibited by any party thereto Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (other than such Assignori) to the right to terminate its obligations thereunder; provided extent that the foregoing limitation terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under 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 applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not affecteffective or applicable, limitor such prohibition, restrict breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences; and provided, further, that no United States intent-to-use trademark or service xxxx application shall be included in the Collateral to the extent that, and solely during the period in which, the grant of a security interest therein would impair the grant by an Assignor validity or enforceability of such intent-to-use trademark or service xxxx application under Federal law. After such period, each Grantor acknowledges that such interest in such trademark or service xxxx application shall be subject to a security interest in favor of the security interest pursuant to this Agreement Administrative Agent and shall be included in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.Collateral. Guarantee & Collateral Agreement
Appears in 1 contract
Samples: Credit Agreement (Xcerra Corp)
Grant of Security Interests. (a) As Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the First-Lien Collateral Agent and the PBGC, as security for the prompt and complete payment and performance when due of all of its Applicable PBGC Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral AgentPBGC, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearPBGC, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such the Cash Collateral Account;
(viiiv) all Patents and Copyrights Chattel Paper (including, without limitation, all Tangible Chattel Paper and all reissues, renewals or extensions thereofElectronic Chattel Paper);
(viiiv) 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, including but not limited to, to Domain Names and Trade Secrets Secret Rights;
(ixvii) all insurance policiesContracts, together with all Contract Rights arising thereunder;
(xviii) all other Goods, General Intangibles, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and InstrumentsCopyrights;
(xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xivix) 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 moneysmonies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xvx) all Documents;
(xi) all Equipment; (xii) (xiii) (xiv) (xv)all Inventory; (xvi) all General Intangibles; all Goods; all Instruments; 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 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;
(xviii) all Supporting Obligations; and
(xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Obligations, each Assignor does hereby sell, assign and transfer unto the First-Lien Collateral Agent, and does hereby pledge and grant to the First-Lien Collateral Agent for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, all of the 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:
(i) each and every Receivable;
(ii) all cash;
(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;
(iiiviii) all Copyrights;
(ix) all Equipment;
(x) 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;
(ivxvi) all EquipmentInvestment Property;
(vxvii) 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 goodwill of the business of such Assignor symbolized by the Marks;
(vixix) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPatents;
(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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(xixx) 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 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);
(xviixxi) 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xixthe “Collateral”), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) The security interest of the First-Lien 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. Notwithstanding anything to the contrary contained herein, the Collateral shall at no time include any items which would at such time constitute Excluded Collateral.
(c) Notwithstanding anything herein to the contrary, "Collateral" the relative rights and remedies of First-Lien Collateral Agent shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to the extent such property is be subject to a license or agreement and governed by the terms of which prohibit an assignment ofthe Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any inconsistency between the terms hereof and the Intercreditor Agreement, 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 Intercreditor Agreement would give shall control at any party thereto (other than such Assignor) time the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Intercreditor Agreement is in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameeffect.
Appears in 1 contract
Samples: Security Agreement (EnerSys)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance or performance, as the case may be, when due of all of its Applicable the Obligations, each Assignor Grantor does hereby sell, assign pledge and transfer unto grant to the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property and fixtures (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:acquired (but excluding any Excluded Collateral (as defined below)):
(i) each and every ReceivableAccount;
(ii) the Cash Collateral Account and all Contractsmonies, securities, Instruments and other investments deposited in the Cash Collateral Account;
(iii) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(iv) all Commercial Tort Claims set forth on Schedule 8 of the Perfection Certificate or with a value of $10,000,000 or more (as supplemented from time to time or in any notice delivered pursuant to Section 3.10);
(v) all Software of such Grantor and all intellectual property rights therein (including all Software licensing rights) and all other proprietary information of such Grantor, including but not limited to all proprietary writings, plans, specifications and schematics, all engineering drawings, customer lists, Domain Names and Trade Secret Rights, with respect to each of the foregoing solely to the extent such rights or items subsist or arise under the laws of the United States;
(vi) Contracts and IP Licenses, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such Cash Collateral Account;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereofCopyrights;
(viii) all computer programs of such Assignor Equipment and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightsfixtures;
(ix) 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 Grantor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in any of the foregoingmonies credited thereto;
(x) all Documents;
(xi) all General Intangibles;
(xii) all Goods;
(xiii) all Instruments;
(xiv) all Inventory;
(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 rightsMarks, all writings, plans, specifications and schematics, all engineering drawings, customer lists, together with the goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium business of recordingsuch Grantor symbolized by the Marks;
(xviii) all Patents;
(xix) all rights of such Grantor under or relating to the FCC Licenses and the proceeds of any FCC Licenses, provided that such security interest does not include at any time any FCC Licenses to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security interest therein pursuant to the Communications Act of 1934, as amended, and the regulations promulgated thereunder, as in effect at such time (the “Communications Act”), but such security interest does include, to the maximum extent permitted by law, the economic value of the FCC Licenses, all rights incident or appurtenant to the FCC Licenses and the right to receive all monies, consideration and proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses;
(xx) all books and records pertaining to the Collateral;
(xxi) all Supporting Obligations; and
(xixxxii) all Proceeds and products of any and all of the foregoing foregoing, and, with respect to Copyrights, Marks, Patents, Software and Trade Secret Rights, all income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder or with respect thereto including damages and payments for past, present or future infringements, misappropriation or violations thereof and all rights to xxx for past, present and future infringement, misappropriation or violations thereof (all of the above, including above in this clause (xixSection 1.1(a), collectively, the "“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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 The security interest of the Collateral Agent under this Agreement extends to the contrary, "Collateral" shall not include all Collateral that 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 ofGrantor may acquire, or with respect to which any Grantor may obtain rights, at any time during the granting term 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameAgreement.
Appears in 1 contract
Grant of Security Interests. (a) As Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the First-Lien Collateral Agent and the Second-Lien Collateral Agent, as security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each the Assignor does hereby sell, assign and transfer unto the Third-Lien Collateral Agent, and does hereby pledge and grant to the Third-Lien Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the right, title and interest of such the Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of the Assignor, or in which or to which the Assignor has any rights, in each case whether now existing or hereafter from time to time acquired:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash and Cash Equivalents;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksCommercial Tort Claims;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(vii) all Patents and Copyrights and all reissues, renewals or extensions thereof;
(viii) all computer programs of such the Assignor and all intellectual property rights therein and all other proprietary information of such the Assignor, including, including but not limited toto all Software, Trade Secrets Rights;
(ix) 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 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 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;
(vii) all Domain Names;
(viii) all Trade Secret Rights;
(ix) Contracts, together with all Contract Rights arising thereunder;
(x) all Copyrights;
(xi) all Equipment;
(xii) all Deposit Accounts and all other demand, deposit, time, savings, cash management and passbook accounts maintained by the Assignor with any Person and all monies, securities, Instruments and other investments deposited in any of the foregoing;
(xiii) all Documents;
(xiv) all General Intangibles;
(xv) all Goods;
(xvi) all Instruments;
(xvii) all Inventory;
(xviii) all Investment Property;
(xix) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xx) all Marks;
(xxi) all Patents;
(xxii) all Permits;
(xxiii) all Supporting Obligations; and
(xixxxiv) all Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (except to the extent such proceeds would independently be excluded pursuant to said sentence) (all of the above, including this clause (xix), collectively, the "Collateral"); provided that . Notwithstanding anything to the contrary contained above, in no event shall the Collateral that secures the Existing Senior Notes Obligations include, and the Refinancing Senior Notes Obligations of a Specified no Assignor shall be limited deemed to Collateral owned by have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which the Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such Specified Assignor consisting security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term in the case of preceding clause (i) or (ii) , as applicable) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any shares relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"equity), all of which Collateral provided, however, that (x) the security interests hereunder, shall also ratably secure all other Applicable Obligations attach immediately to any portion of such Specified Assignorlease, license, contact, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) and (y) to any property or assets described above in this clause (a) on the Collateral Proceeds first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing Senior Notes Obligations or to the Refinancing Senior Notes Obligations shall be limited to Collateral Proceeds from the salethereto, other disposition of or other realization upon, and other moneys received in respect of, the 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 assets are the property is subject to a license of the Assignor, any property or agreement asset of Starpower Communications, LLC for so long as the terms organizational documents of which prohibit an assignment of, or such entity prohibits the granting of a security interest inin such property or asset, or (c) to the extent such assets are the property of the Assignor's rights thereunder or , the equity interests of (x) Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such Assignor's grant entities prohibit the granting of a security interest pursuant to this Agreement would give any party thereto (other than in such Assignor) the right to terminate its obligations thereunderequity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (y) more than 65% of the foregoing limitation Voting Equity Interests of any Foreign Corporation; provided that each Assignor shall not affect, limit, restrict or impair the grant be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by an such Assignor of the any Foreign Corporation.
(b) The security interest pursuant to of the Third-Lien Collateral Agent under this Agreement extends to all Collateral which the Assignor may acquire, or with respect to which the Assignor may obtain rights, at any time during the term of this Agreement.
(c) Notwithstanding anything herein to the contrary, the relative rights and remedies of Third-Lien Collateral Agent shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any account or inconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control at any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing time the sameIntercreditor Agreement is in effect.
Appears in 1 contract
Samples: Security Agreement (RCN Corp /De/)
Grant of Security Interests. (a) As Subject to the terms of the Intercreditor Agreement, as security for the prompt and complete payment and performance when due of all of its Applicable the Obligations, each Assignor does hereby sell, assign and transfer unto the Second-Lien Collateral Agent, and does hereby pledge and grant to the Second-Lien Collateral Agent for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, all of the 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:
(i) each and every Receivable;
(ii) all cash;
(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;
(iiiviii) all Copyrights;
(ix) all Equipment;
(x) 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;
(ivxvi) all EquipmentInvestment Property;
(vxvii) 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 goodwill of the business of such Assignor symbolized by the Marks;
(vixix) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPatents;
(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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(xixx) 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 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);
(xviixxi) 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xixthe “Collateral”), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) The security interest of the Second-Lien 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. Notwithstanding anything to the contrary contained herein, the Collateral shall at no time include any items which would at such time constitute Excluded Collateral.
(c) Notwithstanding anything herein to the contrary, "Collateral" shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software the lien and security interest granted 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 Second-Lien Collateral Agent pursuant to this Agreement would give and the exercise of any party thereto (other than such Assignor) right or remedy by the right Second-Lien Collateral Agent hereunder are subject to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor provisions of the security interest pursuant to Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameshall govern and control.
Appears in 1 contract
Samples: Security Agreement (EnerSys)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all cash;
(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;
(iiiviii) all Copyrights;
(ix) all Equipment;
(x) 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;
(ivxvi) all EquipmentInvestment Property;
(vxvii) 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 goodwill of the business of such Assignor symbolized by the Marks;
(vixix) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPatents;
(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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(xixx) 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 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);
(xviixxi) 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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 contained herein to clauses (a) and (b) of this Section 1.1, the contrary, "Collateral" payment and performance of the Obligations shall not include be secured by:
(i) any Copyrightcontract, Xxxxlicense, Patentpermit or franchise that validly prohibits, Trade Secret, computer program restricts or Software to requires the extent consent of a third party for the creation by such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting Assignor of a security interest inin such contract, license, permit or franchise (or in any rights or property obtained by such Assignor's Assignor under such contract, license, permit or franchise) except to the extent provided by Sections 9-406, 9- 407, 9-408 and 9-409 of the UCC;
(ii) any rights thereunder or property to the extent that any valid and enforceable law, statute or regulation applicable to such Assignor's grant rights or property prohibits, restricts or requires the consent of a third party for the creation of a security interest pursuant therein except to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; extent provided that by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC, provided, that, notwithstanding the foregoing limitation in this subsection 1.1(c), any such contract, license, permit, franchise, rights and property described above shall not affectbe excluded from the Collateral only to the extent and for so long as such prohibition, limitrestriction or third party consent requirement continues validly to prohibit, restrict or impair require the grant by an Assignor consent of a third party for the creation of such security interest pursuant to this Agreement interest, and upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, the contracts, licenses, permits, franchises, rights and properties and the rights therein shall automatically be included in the Collateral, without further action on the part of any account Assignor, the Collateral Agent or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameSecured Creditor.
Appears in 1 contract
Samples: Security Agreement (Dominos Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, in each case for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such the Cash Collateral Account;
(viiiv) all Patents and Copyrights Chattel Paper (including, without limitation, all Tangible Chattel Paper and all reissues, renewals or extensions thereofElectronic Chattel Paper);
(viiiv) all Commercial Tort Claims (including all Commercial Tort Claims described in Annex H hereto);
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rightstogether with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all insurance policiesEquipment;
(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 moneysmonies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing, excluding any Excluded Accounts;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvixvii) all Promissory Notes;
(xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixix) 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;
(xx) 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;
(xxi) all Permits;
(xxii) 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;
(xviiixxiii) all Supporting Obligations;
(xxiv) all books and records relating to the items referred to in the preceding clauses (i) through (xxiii) (including all books, databases, customer lists, credit files, ledgers, computer programs, printouts, customer data and records, whether tangible or electronic, and other computer materials and records (and all media on which such data, files, programs, materials and records are or may be stored) which contain any information relating to any of the items referred to in the preceding clauses (i) through (xxiii)); and
(xixxxv) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xixxxv), collectively, the "“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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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 contained herein any of the other provisions set forth in this Section 1 to the contrary, "Collateral" the term Collateral shall not include any Copyrightinclude, Xxxx, Patent, Trade Secret, computer program or Software to the extent such property is subject to and this Agreement shall not constitute 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 in any (x) instrument, contract, license, permit or other General Intangible during the period in which under applicable law, such instrument, contract, license, permit or other General Intangible cannot be, or requires any consent (which has not been obtained) to be, pledged, transferred or assigned by Assignor, or to the extent that granting a security interest therein without a consent, waiver, or amendment (which has not been obtained) would result in a breach or default under, or give rise to a right by any party to terminate, the instrument, contract, license, permit or other General Intangible (in each case after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law); provided, however, that with respect to any potential Collateral described in this clause (c) requiring a consent, waiver or amendment prior to the effective grant of a security interest, the affected Assignor shall have used commercially reasonable efforts to obtain such consent, waiver or amendment and such instrument, contract, license, permit or other General Intangible shall become part of the Collateral immediately upon obtaining such required consent, waiver or amendment or upon a relevant change in applicable law and provided that that Proceeds of the such instrument, contract, license, permit or other General Intangible shall constitute Collateral as defined in this Agreement, (y) any “intent-to-use” application for registration of a Mxxx filed pursuant to this Agreement Section 1(b) of the Lxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor validity or enforceability of the security interest pursuant to this Agreement in any account registration that issues from such intent-to-use application under applicable federal law, or (z) any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameExcluded Equity Interests.
Appears in 1 contract
Samples: Security Agreement (STG Group, Inc.)
Grant of Security Interests. (a) As security for In order to secure the prompt and complete payment and performance when due of all of its Applicable Obligationsthe Secured Obligations in accordance with the terms thereof, each Assignor does Debtor hereby sell, assign and transfer unto the Collateral grants to Agent, and does hereby grant to the Collateral Agent for the benefit of Agent and the Secured Creditors as their interests may appearLenders, a continuing security interest in, in and to all of the right, title and interest of such Assignor in, to and under all of Debtor in the followingfollowing property, whether now owned or existing or hereafter from time acquired or arising and regardless of where located (all being collectively referred to time acquired:as the "Collateral"):
(iA) each and every ReceivableAccounts;
(iiB) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(ivC) all EquipmentGeneral Intangibles, other than those agreements, leases, licenses and contracts to which a Debtor is or may be a party which by their terms prohibit the assignment thereof without the consent of the other party thereto to the extent any necessary consents shall not have been obtained (collectively, "Non- Assignable Contracts");
(vD) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksDocuments;
(viE) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(xiF) all PermitsEquipment, other than Equipment subject to purchase money Liens permitted by the Credit Agreement which prohibit the granting of subordinate Liens;
(xiiG) all cashFixtures;
(xiiiH) 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 be deposited in any of the foregoing;
(xv) all Investment Property;
(xviI) Any Depositary Account and all Letter-of-Credit Rights (whether other deposit accounts of such Debtor maintained with any bank or not the respective letter of credit is evidenced by a writing)financial institution;
(xviiJ) all Software All cash deposited therein from time to time and all Software licensing rights, all writings, plans, specifications other monies and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data property of such Debtor in the possession or under the control of Agent or any kind or nature, regardless of the medium of recordingLender;
(xviiiK) all Supporting ObligationsAll books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the property described in subparts (A) - (J) above or are otherwise necessary or helpful in the collection thereof or realization thereon; and
(xixL) Proceeds of all Proceeds and products of or any and all of the foregoing property described in subparts (all A) - (K) above. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, such Debtor shall have the aboveexclusive, including this clause (xix), collectively, non-transferable right and license to use the "Collateral"); provided that the Collateral that secures the Existing Senior Notes Obligations Intellectual Property and the Refinancing Senior Notes Obligations of a Specified Assignor shall be limited exclusive right to Collateral owned by such Specified Assignor consisting of any shares of stock, indebtedness or grant to other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, Persons licenses and the Collateral Proceeds sublicenses with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified AssignorIntellectual Property.
(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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all cash;
(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;
(iiiviii) all Copyrights;
(ix) all Equipment;
(x) 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;
(ivxvi) all EquipmentInvestment Property;
(vxvii) all MarksLetter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks and Domain Names, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vixix) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPatents;
(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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(xixx) 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 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);
(xviixxi) 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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 contained herein to the contrarycontrary in this Agreement, "Collateral" (I) in the event that any Assignor acquires an item of Collateral at any time following the date hereof, such Assignor may elect (which election shall be made by delivering written notice thereof to the Collateral Agent) that such Collateral shall not include 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), 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 Copyright, Xxxx, Patent, Trade Secret, computer program or Software assets (including Equity Interests) to the extent such property is subject to a license or agreement that, as of the terms of which prohibit an assignment ofEffective Date, or the granting of a security interest inand for so long as, such Assignor's rights thereunder or such Assignor's 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 this 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 give violate applicable law or any party thereto contractual obligation binding upon such property and (other than B) such Assignor) law or obligation existed at the right to terminate its obligations thereunder; 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 limitation clause (B) shall not affectapply in the case of a joint venture, limitincluding a joint-venture that is a Subsidiary, restrict except to the extent the respective provisions of the contractual obligation or impair 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 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 in this Agreement, the 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 a Foreign Subsidiary) shall be limited solely to no more than 65% of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any Voting Stock and 100% of the Non-Voting Stock of such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameAssignor's "first tier" Foreign Subsidiaries.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, in each case a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all cash;
(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 (including those described in Annex H hereto);
(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;
(iiiviii) all Copyrights;
(ix) all Equipment;
(x) 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 (other than Instruments constituting Pledged Securities);
(xv) all Inventory;
(ivxvi) all EquipmentInvestment Property (other than Investment Property required to be pledged under the US Pledge Agreement);
(vxvii) 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 goodwill of the business of such Assignor symbolized by the Marks;
(vixix) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPatents;
(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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(xixx) 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 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);
(xviixxi) 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, above including this clause (xixxxiii), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the ratable benefit of the Bank Creditors, the Interest Rate Protection Creditors and the Senior Noteholders, in each case to the extent from time to time holding Obligations of such Assignor secured hereunder (collectively, and together with the Collateral Agent, the "Secured Creditors as their interests may appearCreditors"), a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and Liens permitted under Section 9.01 of the Credit Agreement) in, all of the 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:
: (i) each and every Receivable;
, (ii) all Contracts, together with all Contract Rights arising thereunder;
, (iii) all Inventory;
, (iv) the Cash Collateral Account established for each Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment;
, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such Cash Collateral Account;
(vii) all Patents and Copyrights Copyrights, and all reissues, renewals or extensions thereof;
, (viii) 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 Secrets Rights;
trade secrets, (ix) 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;
Instruments (xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts other than the Pledged Securities and all any 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 capital stock or promissory notes not required to be deposited in any of pledged pursuant to the foregoing;
Subsidiaries Pledge Agreement) and (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 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;
(xviii) all Supporting Obligations; and
(xixx) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "Collateral"); provided provided, however 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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 that any Contract may be terminated (in accordance with the terms thereof after giving effect to any applicable laws) in the event of which prohibit an assignment ofgranting of a security interest therein, or in the event the granting of a security interest inin any Contract shall violate applicable law, such Assignor's rights thereunder or such Assignor's grant of a then the security interest granted hereby shall be limited to the extent necessary so that such Contract may not be so terminated or no such violation of law shall exist, as the case may be.
(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) If (i) a Bankruptcy Default or Notified Acceleration Event has occurred and is continuing or (ii) any other Event of Default or Acceleration Event has occurred and is continuing, but in the case of this clause (ii) only if, and to the extent that, the Collateral Agent (acting at the direction of the Required Secured Creditors) has given notice to any of the Assignors to take the actions specified below in this sentence, then in either such case all cash Proceeds of, and cash payments received in respect of, Collateral shall be paid by such Assignor (or the respective payor) directly to the Cash Collateral Account or as otherwise directed by the Collateral Agent. At any time while the circumstances described in the immediately preceding sentence do not exist, all cash payments received in respect of the Collateral (including without limitation all payments received in respect of Receivables and Contracts, or in payment for sales of Inventory, but excluding cash Proceeds of sales of other Collateral unless the respective sale and release of Collateral is permitted pursuant to this Agreement would give any party thereto (other than such and the Credit Agreement) shall be paid to the respective Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the same.
Appears in 1 contract
Grant of Security Interests. (a) As security for To secure the prompt and complete payment and performance in full when due due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of all of its Applicable the Secured Obligations, each Assignor Debtor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearParties, a continuing security interest in, and a right to set off against, any and all of the right, title and interest of such Assignor Debtor in, to and under all of the following, whether now owned or existing or hereafter from time to time acquiredowned, acquired or arising:
(i) each and every Receivable, including, without limitation, all Accounts;
(ii) all cash;
(iii) any Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in any 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 Debtor and all intellectual property rights therein and all other proprietary information of such Debtor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Commodities Accounts;
(viii) all Contracts, together with all Contract Rights arising thereunder;
(iiiix) all InventoryCopyrights;
(ivx) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 Debtor with any Person and all moneysmonies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xii) all Documents;
(xiii) all General Intangibles, including, without limitation, all Payment Intangibles;
(xiv) all Goods and Accessions;
(xv) all Instruments;
(xvi) all Inventory;
(xvii) all Investment Property;
(xvixviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixix) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Debtor symbolized by the Marks;
(xx) all Patents;
(xxi) all Permits;
(xxii) all Securities, Securities Accounts and Security Entitlements;
(xxiii) 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;
(xviiixxiv) all Supporting Obligations; and
(xixxxv) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xixthe “Collateral”), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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 Debtor may acquire at any time during the continuation of this Agreement. Notwithstanding anything contained herein to the contrarycontrary contained herein, "Collateral" the Collateral shall not at no time include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to the extent items which would at 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sametime constitute Excluded Collateral.
Appears in 1 contract
Grant of Security Interests. (a) As security for Each Grantor hereby unconditionally grants, assigns and pledges to the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Administrative Agent, and does hereby grant to the Collateral Agent for the benefit of itself and the ratable benefit of the Secured Creditors as their interests may appearParties, a continuing security interest in(the “Security Interest”) in all personal property of such Grantor whether now owned or hereafter acquired or arising and wherever located, all of the including but not limited to such Grantor’s right, title and interest of such Assignor in, in and to and under all of the following, whether now existing or hereafter from time to time acquired:following (the “Collateral”):
(i) each and every ReceivableAccounts;
(ii) all Contracts, together with all Contract Rights arising thereunderBooks;
(iii) all InventoryChattel Paper (whether tangible or electronic);
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(v) Money, Cash Equivalents, or other assets of such Grantor that now or hereafter come into the possession, custody or control of the Administrative Agent (or its agent or designee);
(vi) Documents, including all negotiable and nonnegotiable Documents covering any Inventory, Equipment or other Collateral;
(vii) General Intangibles (including, without limitation, all Payment Intangibles and Intellectual Property);
(viii) Inventory, Equipment, Fixtures and other Goods (including all software, whether or not the same constitutes embedded software, used in the operation thereof);
(ix) Rights under insurance contracts covering any Inventory, Equipment, Documents or other Collateral;
(x) Instruments (including, without limitation, all Promissory Notes);
(xi) Investment Property and any interests in Capital Stock, Equity Interests and Indebtedness;
(xii) Letter-of-Credit Rights;
(xiii) Pledged Collateral;
(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 be deposited in any of the foregoingAccounts;
(xv) all Investment PropertySecurities Accounts;
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing)Commodities Accounts;
(xvii) 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 recordingSupporting Obligations;
(xviii) All other tangible and intangible personal property of each Grantor (whether or not subject to the UCC), including, without limitation, all Supporting Obligationsbank and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of a Grantor described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by such Grantor in respect of any of the items listed above), and all books, correspondence, files and other Records, including, without limitation, all tapes, disks, cards, Software, data, computer programs, and instructions for execution by a computer processor (including the code in such Software, computer programs, or instructions) in the possession or under the control of such Grantor or any other Person from time to time acting for such Grantor that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 2 or are otherwise necessary or helpful in the collection or realization thereof; and
(xix) all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral; in each case, howsoever the Grantor’s interest therein may arise or appear (all of the abovewhether by ownership, including this clause (xixSecurity Interest, claim or otherwise), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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, "the term “Collateral" ” shall not include any Copyrightinclude, Xxxx, Patent, Trade Secret, computer program and no Grantor is pledging or Software to the extent such property is subject to otherwise granting a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest Security Interest hereunder in, any of such Assignor's rights thereunder Grantor’s right, title or interest in the following assets (the “Excluded Assets”):
(i) Light trucks and other non-commercial passenger motor vehicles; owned or leased by such Assignor's grant Grantor
(ii) Any lease or sublease (whether in respect of personal property or Real Property) in which the Grantor’s interest therein is solely as a security interest pursuant to this Agreement would give any party thereto lessee or sublessee;
(other than such Assignoriii) the right to terminate its obligations thereunderVoting Stock of each Grantor’s Foreign Subsidiaries; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameand
(iv) Excluded Deposit Accounts.
Appears in 1 contract
Grant of Security Interests. (a) As Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the Collateral Agent and the Term Collateral Agent, as security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all Contracts, together with all Contract Rights arising thereundercash;
(iii) all Inventory;
(iv) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all moneysmonies, securities securities, Instruments and instruments other investments deposited or required to be deposited in such the Cash Collateral Account;
(viiiv) all Patents and Copyrights Chattel Paper (including, without limitation, all Tangible Chattel Paper and all reissues, renewals or extensions thereofElectronic Chattel Paper);
(viiiv) all Commercial Tort Claims;
(vi) all Software and computer programs of such Assignor and all related licensing rights, documentation, drawings, specifications and schematics and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Trade Secret Rights, Trade Secrets Rightscustomer lists and all recorded data of any kind or nature, regardless of the medium or recording;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) 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 moneysmonies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoingforegoing (in each case, excluding Exempted Deposit Accounts);
(x) all Documents;
(xi) all Equipment;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) all Software Marks and any renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data causes of action arising prior to or after the date hereof for infringement of any kind or nature, regardless of the medium of recordingMarks or unfair competition regarding the same;
(xviiixix) 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 Supporting Obligations; and
(xixxxii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "“Collateral"”); provided that (x) no Voting Equity Interests (which shall include, for this purpose, the Collateral that secures Convertible Preferred Equity Certificates issued by Aleris Luxembourg S.à.r.x.) of any Foreign Corporation which represents more than 65% of the Existing Senior Notes total combined voting power of all classes of Voting Equity Interests of the respective Foreign Corporation (with all Voting Equity Interests of the respective Foreign Corporation in excess of said 65% limit being herein called “Excess Foreign Corporation Equity Interests”) shall secure any direct Obligations of any U.S. Borrower (or guarantees of such Obligations by the respective Assignor) and such Excess Foreign Corporation Equity Interests shall secure Obligations of the respective Assignor only as a guarantor of the Obligations of the Canadian Borrowers and their Subsidiaries and the Refinancing Senior Notes Obligations of a Specified European Borrower and its Subsidiaries, and (y) each Assignor shall be limited required to Collateral owned pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Corporation at any time and from time to time acquired by such Specified Assignor consisting of any shares of stock, indebtedness or other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to which Non-Voting Equity Interests shall not be applied subject to the Existing 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 limitations described in respect of, the Designated Collateral of such Specified Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Assignorpreceding clause (x).
(b) Notwithstanding anything contained herein to the contrary, "Collateral" in no event shall not the Collateral include and no Assignor shall be deemed to have granted a security interest in, (x) Excluded Equipment or (y) any Copyrightof its right, Xxxxtitle or interest in any license, Patentcontract or agreement to which such Assignor is a party, Trade Secretto the extent, computer program or Software but only to the extent (and only for so long as) that such property is subject to a license license, contract or agreement or applicable law prohibits the terms of which prohibit an assignment of, or the granting of a security interest in, such Assignor's rights thereunder license, contract or agreement and such Assignor's grant prohibitions are not rendered invalid by Section 9-406 or Section 9-408 of the UCC, it being understood and agreed, however, any such excluded license, contract or agreement shall otherwise be subject to the security interests created by this Agreement (and shall become “Collateral” for all purposes of this Agreement) upon the receipt by such Assignor of any necessary approvals or waivers permitting the assignment thereof or the granting of a security interest therein.
(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 to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each Assignor and the Collateral Agent (on behalf of the Secured Creditors) acknowledges and agrees that:
(x) the security interest granted pursuant to this Agreement would give any party thereto (other than such Assignorincluding pursuant to this Section 1.1) to the right Collateral Agent for the benefit of the Secured Creditors (i) in the ABL Priority Collateral, shall be a First Priority Lien and (ii) in the Term Priority Collateral, shall be a Second Priority Lien, fully junior, subordinated and subject to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant granted to this the Term Collateral Agent for the benefit of the Term Creditors in the Term Priority Collateral on the terms and conditions set forth in the Term Credit Documents and the Intercreditor Agreement and all other rights and benefits afforded hereunder to the Secured Creditors with respect to the Term Priority Collateral are expressly subject to the terms and conditions of the Intercreditor Agreement; and
(y) the Term Secured Parties’ security interests in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameCollateral constitute security interests separate and apart (and of a different class and claim) from the Secured Creditors’ security interests in the Collateral.
Appears in 1 contract
Samples: u.s. Security Agreement (Aleris International, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable the Secured Obligations, each Assignor Debtor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearParties, a continuing security interest in, all of the right, title and interest of such Assignor Debtor in, to and under all of the following, whether now existing or hereafter from time to time acquired:
(i) each and every Receivable, including, without limitation, all Accounts;
(ii) all cash;
(iii) the Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the 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 Debtor and all intellectual property rights therein and all other proprietary information of such Debtor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(iiiviii) all InventoryCopyrights;
(ivix) all Equipment;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such 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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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 Debtor with any Person and all moneysmonies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles, including, without limitation, all Payment Intangibles;
(xiii) all Goods and Accessions;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvixvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviixviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Debtor 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xixthe “Collateral”), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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 Debtor may acquire at any time during the continuation of this Agreement. Notwithstanding anything contained herein to the contrarycontrary contained herein, "Collateral" the Collateral shall not at no time include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to the extent items which would at 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sametime constitute Excluded Collateral.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, all of the 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:
: (i) each and every Receivable;
, (ii) all Contracts, together with all Contract Rights arising thereunder;
, (iii) all Inventory;
, (iv) all Equipment;
, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such Cash Collateral Account;
(vii) all Patents and Copyrights and all reissuesCopyrights, renewals or extensions thereof;
(viiivii) 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 Secrets Rights;
, (ix) all insurance policies;
(xviii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper Paper, Documents, Instruments and other assets (including without limitation all Tangible Chattel Paper cash) (subject, in the case of General Intangibles and all Electronic Chattel Paper)Permits constituting FCC Licenses only, Documents and Instruments;
to clause (xi) below), (ix) the Cash Collateral Account and all Permits;
monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (xiix) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts and all other bank, demand, deposit, time, time savings, cash management, passbook passbook, certificates of deposit and similar accounts maintained by such Assignor with any Person and all moneysmonies, securities, Instruments instruments and other investments deposited or required to be deposited in any of the foregoing;
foregoing accounts, (xvxi) 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 rightsgoodwill, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licensesgoing concern value, and all recorded data 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 FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, 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 consideration derived or derivable from or in connection with the sale, assignment or transfer of any kind or nature, regardless of the medium of recording;
FCC License); and (xviii) all Supporting Obligations; and
(xixxii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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 The security interest in, such Assignor's rights thereunder or such Assignor's grant of a security interest pursuant to the Collateral Agent under this Agreement would give any party thereto (other than such Assignor) the right extends to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor all Collateral of the security interest pursuant to kind which is the subject of this Agreement in which any account or Assignor may acquire at any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing time during the sameterm of this Agreement.
Appears in 1 contract
Samples: Security Agreement (Idt Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, in all of the 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:
(i) each and every ReceivableAccount;
(ii) all cash;
(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;
(iiiviii) all Copyrights;
(ix) all Equipment;
(x) 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;
(ivxvi) all EquipmentInvestment Property;
(vxvii) 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 goodwill of the business of such Assignor symbolized by the Marks;
(vixix) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPatents;
(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 proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights;
(ix) 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;
(xixx) 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 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);
(xviixxi) 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;
(xviiixxii) all Supporting Obligations; and
(xixxxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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 contained herein to clauses (a) and (b) of this Section 1.1, the contrary, "Collateral" payment and performance of the Obligations shall not include be secured by:
(i) any Copyrightcontract, Xxxxlicense, Patentpermit or franchise that validly prohibits, Trade Secret, computer program restricts or Software to requires the extent consent of a third party for the creation by such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting Assignor of a security interest inin such contract, license, permit or franchise (or in any rights or property obtained by such Assignor's Assignor under such contract, license, permit or franchise) except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; or
(ii) any rights thereunder or property to the extent that any valid and enforceable law, statute or regulation applicable to such Assignor's grant rights or property prohibits, restricts or requires the consent of a third party for the creation of a security interest pursuant therein except to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunderextent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; provided that provided, that, notwithstanding the foregoing limitation in this subsection 1.1(c), (x) any such contract, license, permit, franchise, rights and property described above shall not affectbe excluded from the Collateral only to the extent and for so long as such prohibition, limitrestriction or third party consent requirement continues validly to prohibit, restrict or impair require the grant by an Assignor consent of a third party for the creation of such security interest pursuant to this Agreement interest, and upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, the contracts, licenses, permits, franchises, rights and properties and the rights therein shall automatically be included in the Collateral, without further action on the part of any account Assignor, the Collateral Agent or any money other Secured Creditor and (y) any right to payment or other amounts due or to become monies due under any such Copyrightcontract, Xxxxlicense, Patentpermit, Trade Secretfranchise, computer program rights or Software or such license or agreement governing property described above shall not be excluded from the sameCollateral and shall at all times be subject to the security interest created pursuant to this Agreement.
Appears in 1 contract
Samples: Security Agreement (Dominos Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors as their interests may appearCreditors, a continuing security interest in, all of the 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:
(i) each and every Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) all Equipment;
(vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 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 be deposited in such Cash Collateral Account;
(vii) all Patents and Copyrights and all reissues, renewals or and extensions thereof;
(viii) 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 Secrets and Trade Secret Rights;
(ix) 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 InstrumentsInstruments of such Assignor (other than the Pledged Securities);
(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 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 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;
(xviii) all Supporting Obligations; and
(xixxii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "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 other obligations of a Subsidiary of Parent or of any Principal Property of any Specified Assignor (the "Designated Collateral"), all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Assignor that are to be applied to the Existing 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 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) 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 contained herein to the contrarycontrary contained in clauses (a) and (b) above, the security interest created by this Agreement shall not extend to, and the term "Collateral" shall not include any Copyright, Xxxx, Patent, Trade Secret, computer program or Software to the extent such property is Equipment subject to a license purchase money Lien permitted under Section 9.01(iii) or agreement (vii) of the terms Credit Agreement or a Lien securing Capital Lease Obligations permitted under Section 9.01(xiv) of which prohibit an assignment ofthe Credit Agreement, in each case to the extent, 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 Lien expressly prohibits any other Lien on such Equipment and only for so long as such purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, remains or remain outstanding and upon the earlier of the termination of such prohibition or the granting satisfaction of a security interest insuch Indebtedness, such Equipment shall be included in the term "Collateral" without any further action on the part of 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 affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account Collateral Agent or any money or other amounts due or to become due under any such Copyright, Xxxx, Patent, Trade Secret, computer program or Software or such license or agreement governing the sameSecured Creditor.
Appears in 1 contract
