Related Collateral and Proceeds. All parts of, all accessions to, all replacements for, all products of, all payments of any type in lieu of or in respect of and all documents and general intangibles covering or relating to any or all of the foregoing Collateral; all books and records related to any and all of the foregoing Collateral, including any and all books of account, customer lists and other records relating in any way to the foregoing Collateral; all proceeds of any and all of the foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof) or under any indemnity, warranty or guaranty by reason of loss to or otherwise with respect to any of the foregoing Collateral. The Administrative Agent shall have a first priority lien on all of the Collateral, subject to the Permitted Indebtedness and Permitted Liens. In each case, the foregoing shall be covered by this Agreement whether Debtor’s or Guarantors’ ownership or other rights therein are presently held or hereafter acquired and howsoever Debtor’s or Guarantors’ interests therein may arise or appear (whether by ownership, security interest, claim or otherwise). Notwithstanding anything to the contrary herein, the “Collateral” shall not include and shall exclude (i) any contract, instrument or chattel paper in which Debtor or any Guarantor has any right, title or interest if and to the extent such contract, instrument or chattel paper includes a provision containing a restriction on assignment such that the creation of a security interest in the right, title or interest of Debtor or any Guarantor therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another person party to such contract, instrument or chattel paper to enforce any remedy with respect thereto, (ii) any United States intent-to-use trademark applications 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 or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Requirements of Law; provided that upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral, (iii) certain Equipment subject to the ...
Related Collateral and Proceeds. All parts of, all accessions to, all, replacements for, all products of, all payments of any type in lieu of or in respect of and all documents and general intangibles covering or relating to any or all of the foregoing Collateral; all books and records related to any and all of the foregoing Collateral, including any and all books of account, customer lists and other records relating in any way to the foregoing Collateral; all contracts, and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, date processing software and related property and rights) prepared and maintained by such Debtor with respect to Receivables and the related Payors; all proceeds of any and all of the foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the Secured Party is the loss payee thereof) or under any indemnity, warranty or guaranty by reason of loss to or otherwise with respect to any of the foregoing Collateral. In each case, the foregoing shall be covered by the security interest granted by and pursuant to this Agreement whether such Debtor's ownership or other rights therein are presently held or hereafter acquired and howsoever such Debtor's interests therein may arise or appear (whether by ownership, security interest, claim or otherwise). Each Debtor hereby acknowledges and agrees that, to the extent that the Secured Party makes or has made advances to such Debtor to enable such Debtor to acquire rights in or use of any of the Collateral described in this Section 2.1, the security interest herein granted in such Collateral by such Debtor in favor of the Secured Party shall constitute a purchase money security interest within the meaning of the Code.
Related Collateral and Proceeds. All accessions to, all payments ------------------------------- of any type in lieu of or in respect of, and all documents and general intangibles covering or relating to, any or all of the foregoing; all proceeds of any and all of the foregoing Collateral and, to the extent not otherwise included, all payments under any indemnity, warranty or guaranty by reason of loss to or otherwise with respect to any of the foregoing Collateral. In each case, the foregoing shall be covered by this Agreement, whether Debtor's ownership or other rights therein are presently held or hereafter acquired and howsoever Debtor's interests therein may arise or appear (whether by ownership, security interest, claim or otherwise). Debtor acknowledges and agrees that to the extent that Secured Party makes advances to Debtor to enable Debtor to acquire rights in or use of any of the Collateral described in this Section 2.1, the security interest herein granted in such Collateral by Debtor in favor of Secured Party shall constitute a purchase money security interest within the meaning of the Code.
Related Collateral and Proceeds. All books and records (including, without limitation, customer lists, computer software, computer hardware, computer disks and tapes and other materials and records) of Debtor pertaining in any way to any or all of the foregoing; all parts of, all accessions to, all replacements for, all products of, all payments of any type in lieu of or in respect of, and all documents and general intangibles covering or relating to any or all of the foregoing; all proceeds of any and all of the foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the payee thereof) or under any indemnity, warranty or guaranty by reason of loss to or otherwise with respect to any of the foregoing Collateral. In each case, the foregoing shall be covered by this Agreement, whether now or hereafter existing, and whether Debtor's ownership or other rights therein are now held or hereafter acquired and howsoever Debtor's interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).
Related Collateral and Proceeds. All parts of, all accessions to, all replacements for, all products of, all payments of any type in lieu of or in respect of and all documents and general intangibles covering or relating to any or all of the foregoing Collateral; all books and records related to any and all of the foregoing Collateral, including any and all books of account, customer lists and other records relating in any way to the foregoing Collateral; all proceeds of any and all of the foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Lender is the loss payee thereof) or under any indemnity, warranty or guaranty by reason of loss to or otherwise with respect to any of the foregoing Collateral. In each case, the foregoing shall be covered by this Agreement whether Debtor’s ownership or other rights therein are presently held or hereafter acquired and howsoever Debtor’s interests therein may arise or appear (whether by ownership, security interest, claim or otherwise). Lender shall have a second priority lien on all Collateral except the Real Property, second in priority to the SouthStar Factoring Agreement. In addition to its second priority lien, Lender shall have a first priority Mortgage on the Real Property.
