Joinder to Security Agreement. IFC is hereby joined in, and hereby agrees that it is, and for all purposes after the date hereof shall be a “Grantor” party to the Security Agreement as if IFC were an original signatory thereto in the same manner and capacity as a “Grantor” thereunder. The term “Grantor” as used in the Security Agreement shall be deemed to include IFC. IFC acknowledges the Administrative Agent’s security interest in the Collateral and agrees that the Administrative Agent’s Liens on such Collateral granted under the Security Agreement are not released or impaired in any way as a result of the execution of this Joinder to Security Agreement (this “Joinder”). Additionally, IFC acknowledges that, by its execution of this Joinder, it has assigned and transferred to the Administrative Agent, and has granted to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in all of its Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each and all of the Secured Obligations. For the avoidance of doubt, IFC agrees and acknowledge that the following property of IFC shall be deemed to be “Collateral” under the Security Agreement as of the date of this Joinder: (a) all of the personal property now owned or at any time hereafter acquired by IFC or in which IFC now has or at any time in the future may acquire any right, title or interest, including all of IFC’s Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Intellectual Property, Inventory, Investment Property, Leases, Letter-of-Credit Rights, Money, Supporting Obligations and Identified Claims, (b) all books and records pertaining to any of the foregoing, (c) all Proceeds and products of any of the foregoing, and (d) all collateral security and guaranties given by any Person with respect to any of the foregoing. Notwithstanding anything to the contrary contained herein, the “Collateral” pledged by IFC shall not include (a) any asset to the extent that a grant of a security interest therein is validly prohibited by or not possible under any applicable Laws or is validly prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing or giving rise to IFC’s right to use such asset, or would result in the forfeiture of IFC’s rights in the asset, but only, in each case, to the extent, and for so long as, such prohibition is not removed, terminated or rendered unenforceable or otherwise deemed ineffective by the UCC (including Sections 9-406, 9-407, 9-408 or 9-409 thereof) or any other applicable Law, or (b) Equity Interests representing more than 65% of the voting stock of any direct or indirect Subsidiary of IFC that is a first-tier CFC; provided, however, that any proceeds, substitutions or replacements of any property included in subclauses (a) and (b) above shall not be excluded (unless such proceeds, substitutions or replacements would itself constitute property excluded under subclause (a) or (b)).
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Joinder to Security Agreement. IFC is hereby joined in, and hereby agrees that it is, and for all purposes after the date hereof shall be a “Grantor” party to the Security Agreement as if IFC were an original signatory thereto in the same manner and capacity as a “Grantor” thereunder. The term “Grantor” as used in the Security Agreement shall be deemed to include IFC. IFC acknowledges the Administrative Agent’s security interest in the Collateral New Guarantor further covenants and agrees that the Administrative Agent’s Liens on such Collateral granted under the Security Agreement are not released or impaired in any way as a result of the execution of this Joinder to Security Agreement (this “Joinder”). Additionally, IFC acknowledges that, by its execution hereof it shall be bound and hereby is bound by and shall comply with all terms and conditions of this Joinderthat certain Security Agreement, it has assigned dated as of October 4, 2005 (as amended and transferred in effect from time to time, the “Security Agreement”), by and among each of the Borrowers and the Administrative Agent, and has granted thereby and hereby grants to the Administrative Agent, for the benefit of the Secured PartiesLenders, the L/C Issuer the XXX Xxxxx, the LOI Agent and the Administrative Agent, to secure the payment and performance in full of all of the Obligations, a continuing security interest in and so pledges and collaterally assigns to the Administrative Agent, the following properties, assets and rights of the New Guarantor, wherever located, whether now owned or hereafter acquired or arising, and all of its Collateral, as collateral security for the prompt proceeds and complete payment and performance when due products thereof (whether at the stated maturity, by acceleration or otherwise) of each and all of the Secured Obligationssame being hereinafter called the “Collateral”): all personal and fixture property of every kind and nature including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents (including, if applicable, electronic documents), accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles). For the avoidance of doubt, IFC agrees and acknowledge The Administrative Agent acknowledges that the following property attachment of IFC shall be deemed its security interest in any commercial tort claim as original collateral is subject to be “Collateral” under the New Guarantor’s compliance with §4.7 of the Security Agreement Agreement. The New Guarantor has executed and delivered a duly completed Perfection Certificate as of the date of this Joinder: hereof and attached as Exhibit A hereto (a) the “Perfection Certificate”), and represents and warrants as provided in the Security Agreement with respect to the matters set forth in the Perfection Certificate. The undersigned further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to the Administrative Agent that are reasonably deemed necessary by the Administrative Agent in order to grant a valid, first-priority perfected security interest to the Administrative Agent in all of the personal property now owned or at any time hereafter acquired by IFC or in which IFC now has or at any time in the future may acquire any right, title or interest, including all of IFC’s Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Intellectual Property, Inventory, Investment Property, Leases, Letter-of-Credit Rights, Money, Supporting Obligations and Identified Claims, (b) all books and records pertaining to any of the foregoing, (c) all Proceeds and products of any of the foregoing, and (d) all collateral security and guaranties given by any Person with respect to any of the foregoing. Notwithstanding anything to the contrary contained herein, the “Collateral” pledged by IFC shall not include (a) any asset to the extent that a grant of a security interest therein is validly prohibited by or not possible under any applicable Laws or is validly prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing or giving rise to IFC’s right to use such asset, or would result in the forfeiture of IFC’s rights in the asset, but only, in each case, to the extent, and for so long as, such prohibition is not removed, terminated or rendered unenforceable or otherwise deemed ineffective by the UCC (including Sections 9-406, 9-407, 9-408 or 9-409 thereof) or any other applicable Law, or (b) Equity Interests representing more than 65% of the voting stock of any direct or indirect Subsidiary of IFC that is a first-tier CFC; provided, however, that any proceeds, substitutions or replacements of any property included in subclauses (a) and (b) above shall not be excluded (unless such proceeds, substitutions or replacements would itself constitute property excluded under subclause (a) or (b)).
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Joinder to Security Agreement. IFC is The New Subsidiary hereby joined in, joins that certain Amended and hereby agrees that it is, and for all purposes after the date hereof shall be a “Grantor” party to the Restated Security Agreement dated as if IFC were an original signatory of September 20, 2010 (the “Security Agreement”), by and among the Company, certain subsidiaries of the Company party thereto in and the same manner and capacity Collateral Agent, as a “Grantor” thereunder. The term “Grantor” thereunder as used in if it were an original signatory thereto, and further covenants and agrees that by its execution hereof it shall be bound by and shall comply with all the terms and conditions of the Security Agreement shall be deemed applicable to include IFC. IFC acknowledges it as a Grantor, which Security Agreement is attached hereto as Exhibit A. Subject to and in accordance with the Administrative Agent’s security interest in terms of the Security Agreement, the New Subsidiary hereby grants to the Collateral and agrees that the Administrative Agent’s Liens on such Collateral granted under the Security Agreement are not released or impaired in any way as a result of the execution of this Joinder to Security Agreement (this “Joinder”). Additionally, IFC acknowledges that, by its execution of this Joinder, it has assigned and transferred to the Administrative Agent, and has granted to the Administrative Agent, for the benefit of the Senior Secured Parties, to secure the payment and performance in full of all of the Senior Obligations, a continuing security interest in all of its Collateraland pledges and assigns to the Collateral Agent, as collateral security for the prompt benefit of the Senior Secured Parties, the following properties, assets and complete payment rights of the New Subsidiary, wherever located, whether now owned or hereafter acquired or arising, and performance when due all proceeds and products thereof (whether at the stated maturity, by acceleration or otherwise) of each and all of the Secured Obligations. For same being hereinafter called the avoidance of doubt, IFC agrees “Collateral”): all personal and acknowledge that the following fixture property of IFC shall be deemed to be “Collateral” under the Security Agreement as of the date of this Joinder: (a) all of the personal property now owned or at any time hereafter acquired by IFC or in which IFC now has or at any time in the future may acquire any right, title or interest, every kind and nature including all of IFC’s Accountsgoods (including inventory, Chattel Paperequipment and any accessions thereto), Commercial Tort Claimsinstruments (including promissory notes), Deposit Accountsdocuments (including, Documentsif applicable, Equipmentelectronic documents), Fixturesaccounts (including health-care-insurance receivables), General Intangibleschattel paper (whether tangible or electronic), Goods, Instruments, Intellectual Property, Inventory, Investment Property, Leases, Letterletter-of-Credit Rightscredit rights (whether or not the letter of credit is evidenced by a writing), Moneycommercial tort claims, Supporting Obligations securities and Identified Claimsall other investment property, money, cash or cash equivalents, supporting obligations, any other contract rights or rights to the payment of money, insurance claims, all general intangibles (b) including all books payment intangibles, software and intellectual property), and any books, records pertaining or information relating to the foregoing and any proceeds of the foregoing, (c) all Proceeds and products of any of the foregoing, and (d) all collateral security and guaranties given by any Person with respect to any of the foregoing. Notwithstanding anything to the contrary contained herein, the “Collateral” pledged by IFC shall not include (a) any asset to the extent that a grant of a security interest therein is validly prohibited by or not possible under any applicable Laws or is validly prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing or giving rise to IFC’s right to use such asset, or would result in the forfeiture of IFC’s rights in the asset, but only, in each case, to the extent, and for so long as, such prohibition is not removed, terminated or rendered unenforceable or otherwise deemed ineffective by the UCC (including Sections 9-406, 9-407, 9-408 or 9-409 thereof) or any other applicable Law, or (b) Equity Interests representing more than 65% of the voting stock of any direct or indirect Subsidiary of IFC that is a first-tier CFC; provided, however, that any proceeds, substitutions or replacements of any property included in subclauses (a) and (b) above shall not be excluded (unless such proceeds, substitutions or replacements would itself constitute property excluded under subclause (a) or (b)).
Appears in 1 contract
Samples: Security Agreement (Kaman Corp)
Joinder to Security Agreement. IFC is hereby joined in, and hereby agrees that it is, and for all purposes after the date hereof shall be a “Grantor” party to the Security Agreement as if IFC were an original signatory thereto in the same manner and capacity as a “Grantor” thereunder. The term “Grantor” as used in the Security Agreement shall be deemed to include IFC. IFC acknowledges the Administrative Agent’s security interest in the Collateral TRC further covenants and agrees that the Administrative Agent’s Liens on such Collateral granted under the Security Agreement are not released or impaired in any way as a result of the execution of this Joinder to Security Agreement (this “Joinder”). Additionally, IFC acknowledges that, by its execution hereof it shall be bound by and shall comply with all terms and conditions of this Joinderthe Security Agreement, dated as of December 22, 1997, between Perkins and the Agent, as fully as if it has assigned were the "Company" referred to therein, and transferred thereby and hereby grants to the Administrative Agent, and has granted to the Administrative Agent, for the benefit of the Secured PartiesBanks and the Agent, to secure the payment and performance in full of all of the Obligations, a continuing security interest in and so pledges and assigns to the Agent, for the benefit of the Banks and the Agent, the following properties, assets and rights of the undersigned, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the "Collateral"): All personal and fixture property of every kind and nature including without limitation all furniture, fixtures, equipment, raw materials, inventory, other goods, accounts, contract rights, rights to the payment of money, insurance refund claims and all other insurance claims and proceeds, tort claims, chattel paper, documents, instruments, securities and other investment property, deposit accounts, and all general intangibles including, without limitation, all tax refund claims, license fees, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, rights to sue xxx recover for past infringement of patents, trademarks and copyrights, computer programs, computer TRC has attached hereto a duly completed Perfection Certificate and represents and warrants with respect to the matters set forth in such Perfection Certificate. TRC further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms and, take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to the Agent that are reasonably deemed necessary by the Agent in order to grant to the Agent, for the benefit of the Banks and the Agent, a valid, first-priority perfected security interest in all of its Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each and all assets of the Secured undersigned securing the Obligations. For the avoidance of doubt, IFC agrees and acknowledge ; provided that the following property of IFC shall be deemed to be “Collateral” under the Security Agreement as of the date of this Joinder: (a) all of the personal property now owned or at any time hereafter acquired by IFC or in which IFC now has or at any time in the future may acquire any right, title or interest, including all of IFC’s Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Intellectual Property, Inventory, Investment Property, Leases, Letter-of-Credit Rights, Money, Supporting Obligations and Identified Claims, (b) all books and records pertaining to any of the foregoing, (c) all Proceeds and products of any of the foregoing, and (d) all collateral security and guaranties given by any Person with respect to any of the foregoing. Notwithstanding anything to the contrary contained herein, the “Collateral” pledged by IFC shall not include (a) any asset to the extent that a grant of a security interest therein is validly prohibited by or not possible under any applicable Laws or is validly prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing or giving rise to IFC’s right to use such asset, or would result in the forfeiture of IFC’s rights in the asset, but only, in each case, to the extent, and for so long as, such prohibition is not removed, terminated or rendered unenforceable or otherwise deemed ineffective by the UCC (including Sections 9-406, 9-407, 9-408 or 9-409 thereof) or any other applicable Law, or (b) Equity Interests representing more than 65% of the voting stock of any direct or indirect Subsidiary of IFC that is a first-tier CFC; provided, however, that any proceeds, substitutions or replacements of any property included in subclauses (a) and (b) above TRC shall not be excluded (unless such proceeds, substitutions or replacements would itself constitute property excluded under subclause (a) or (b))required to grant a mortgage on its leasehold interests in the Real Estate and on any fee owned Real Estate located in Florida.
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