Security Agreement Collateral. The provisions of the Security Documents upon execution and delivery thereof are effective to create in favor of the Collateral Agent or, as the case may be, the UK Security Trustee for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all right, title and interest of the applicable Credit Party in the Collateral (other than the Collateral described in the Mortgages) owned by such Credit Party, and the Collateral Security Agreement, the Intercreditor Agreement, the Pledge Agreement and the UK Security Documents, together with the filings of Form UCC-1 (or other similar filing, if any) in all relevant jurisdictions and delivery of all possessory collateral create a first lien on, and security interest in (or similar interest in respect of), all right, title and interest of the Borrower and such Credit Parties in all of the Collateral described therein, subject to no other Liens other than Permitted Liens. Except for titled vehicles, vessels and other collateral which may not be perfected through the filing of financing statements under the Uniform Commercial Code (or similar applicable law) of the appropriate jurisdiction (or similar filings in each relevant jurisdiction) and which have an aggregate fair market value of less than $5,000,000, and except for patents, trademarks, trade names and copyrights to the extent perfection would require filing in any foreign jurisdiction, all such Liens are perfected Liens (or similar legal status). The recordation in the United States Patent and Trademark Office and in the United States Copyright Office of assignments for security made pursuant to the Collateral Security Agreement will be effective, under Federal law, to perfect the security interest granted to the Collateral Agent for the benefit of the Secured Parties in the trademarks, patents and copyrights covered by such the Collateral Security Agreement. The recordation with the United States Surface Transportation Board of assignments for security made pursuant to the Security Agreement will be effective under Federal law, to create a valid first lien in favor of the Collateral Agent in the railcars covered by the Collateral Security Agreement
Security Agreement Collateral. The provisions of the Security Agreement are effective to create in favor of Agent for the benefit of the Lenders a legal, valid and enforceable security interest in all right, title and interest of Borrower in the Collateral, and the Security Agreement, together with the timely filings of Form UCC-1 creates a fully perfected first lien on, and security interest in, all right, title and interest of Borrower in all of the Collateral described therein, subject to no other Liens other than Permitted Liens. The recordation in the United States Patent and Trademark Office and in the United States copyright office of assignments for security made pursuant to the Security Agreement, together with filings on Form UCC-1 made pursuant to the Security Agreement, will be effective, under Federal law, to perfect the security interest granted to Agent in the trademarks, patents and copyrights covered by the Security Agreement, and the filing of an assignment for security made pursuant to the Security Agreement, with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement, will be effective under Federal law to perfect the security interest granted to Agent in the copyrights covered by the Security Agreement.
Security Agreement Collateral. The provisions of the Security Agreements are effective to create in favor of Administrative Agent for the benefit of Secured Creditors or in favor of Administrative Agent for the benefit of the Canadian Administrative Agent and Canadian Revolving Lenders a legal, valid and enforceable security interest in all right, title and interest of Borrowers and their Material Subsidiaries in the Collateral; the Security Agreements, together with the filings of Form UCC-1 in the United States and Form 395 in England (or foreign equivalent) create a fully perfected first liens on, and security interests in, all right, title and interest of Borrowers in all of the Collateral described therein, subject to no other Liens other than Permitted Liens. The recordation in the United States Patent and Trademark Office (or foreign equivalent) and in the United States copyright office (or foreign equivalent) of assignments for security made pursuant to the Security Agreements, together with filings on Form UCC-1 (or foreign equivalent) made pursuant to the Security Agreements, will be effective, under Federal law (or foreign equivalent), to perfect the security interest granted to Administrative Agent in the trademarks, patents and copyrights covered by the Security Agreements, and the filing of an assignment for security made pursuant to the Security Agreements, with the United States Copyright Office (or foreign equivalent) together with filings on Form UCC-1 (or foreign equivalent) made pursuant to the Security Agreement, will be effective under Federal law to perfect the security interest granted to Administrative Agent in the copyrights covered by the Security Agreements. A valid filing on Form 395 with the registrar of companies of England and Wales within twenty one (21) days of the date of the UK Security Agreement will be effective under English law to perfect the security interest granted to Administrative Agent under the UK Security Agreement which are charges on property and interests in property, goods, goodwill, intellectual property, book debts, uncalled share capital or unpaid share capital or floating charges on the whole or part of the chargor's property.
Security Agreement Collateral. The provisions of each Security Agreement are effective to create in favor of Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the relevant Credit Party in the Collateral, and each Security Agreement, together with the timely filings of Form UCC-1 creates a fully perfected first lien on, and security interest in, all right, title and interest of the relevant Credit Party in all of the Collateral described therein, subject to no other Liens other than Permitted Liens. Each Credit Party has good and marketable title to, or rights in, all Collateral, free and clear of all Liens except Permitted Liens.
Security Agreement Collateral. UCC-1 financing statement to be filed with the Secretary of State of the State of Delaware naming Cinedigm DC Holdings, LLC, as debtor and Prospect Capital Corporation as Collateral Agent and as secured party for “all personal property” excluding any Excluded Property (as defined in the Term Loan Agreement dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent).
Security Agreement Collateral. The provisions of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the secured parties pursuant to the Security Agreement, a legal, valid and enforceable security interest in all right, title and interest of the applicable Credit Party in the Collateral owned by such Credit Party, and the Security Agreement, together with the Intercreditor Agreement, the filings of Form UCC-1 in all relevant jurisdictions, and the other Security Documents creates a valid lien (with a first lien on property, plant, equipment and other “Term and Note First Priority Collateral”, as defined in the Intercreditor Agreement and a second lien on receivables,
Security Agreement Collateral. Each Grantor hereby irrevocably agrees to consent to any such involuntary transfer of control upon the request of the Collateral Agent after and during the continuation of any Material Event of Default, and, without limiting any rights of the Collateral Agent under this Agreement, to authorize the Collateral Agent to nominate a trustee or receiver to assume control of the Security Agreement Collateral, subject only to required judicial, FCC or other consent required by Governmental Authorities, in order to effectuate the transactions contemplated in this SECTION 10.14. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other Governmental Authority required to effectuate the foregoing.
Security Agreement Collateral. (a) To secure the payment and performance of Borrower’s obligations pursuant to this Note (collectively, the “Secured Obligations”), Borrower hereby assigns, transfers, and conveys to Lender, and grants to Lender a first-priority security interest (the “Security Interest”) in, all of its present and after-acquired personal property (collectively, the “Collateral”), including without limitation, the following property (as defined, whenever applicable, under the Delaware Uniform Commercial Code (the “UCC”)) now owned or at any time hereafter acquired by Borrower, or in which Borrower now has or at any time in the future may acquire any right, title or interest:
i) All accounts (including health-care-insurance receivables), accounts receivable, receivables, contract rights, rights to payment, chattel paper (including tangible chattel paper and electronic chattel paper), leases, instruments (including notes, promissory notes, and certificates of deposit), documents of title and general intangibles (including payment intangibles, computer programs and software, tax refund claims, license, license fees, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, and rights to sue and recover for past infringement of patents, trademarks and copyrights), commercial tort claims;
ii) All inventory (including raw materials, work-in-process or materials used or consumed in the business of Borrower), whether in the possession of Borrower, warehouseman, bailee or any other person or entity;
iii) All machinery, furniture, fixtures, and other goods and equipment;
iv) All documents (including negotiable and nonnegotiable documents of title);
v) All letter-of-credit rights;
vi) All monies, certificates of deposit, deposit accounts, investment properties (including all securities), whether or not held in a general or special account of deposit (including any account or deposit held jointly by Borrower with any other person or entity, or for safekeeping or otherwise, except to the extent specifically prohibited by law);
vii) All rights under contracts of insurance (including insurance refund claims) covering any of the above-described property;
viii) All attachments, accessions, tools, parts, supplies, increases and additions to and all replacements of and substitutions for any of the above-described property;
ix) All products and proceeds of any of the above-described property;
x) All supporting obligations of every natu...
Security Agreement Collateral. Notwithstanding anything to the contrary contained in this Indenture, the Senior Credit Facility or the Security Documents, to the extent that the representations, warranties and covenants contained in this Indenture, in the Senior Credit Facility or in the Security Documents with respect to Collateral are at any time incorrect (in the case of representations or warranties) or are not complied with (in the case of covenants), then in each case so long as the aggregate fair market value of all Collateral under the Security Documents with respect to which such representations or warranties are incorrect, or covenants are not complied with, does not exceed $10,000,000 the existence of such circumstances shall be deemed not to be a violation of this Indenture or constitute a Default under Article VI.
Security Agreement Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, whether now existing or hereafter from time to time arising, the Company hereby grants to the Secured Party, as hereinafter provided, a security interest in all of the Company's right, title and interest in, to and under the following property, assets and revenues, whether now owned by the Company or hereafter acquired and whether now existing or hereafter coming into existence (all of the property, assets and revenues described in this Section 3 being collectively referred to herein as the "SECURITY AGREEMENT COLLATERAL"):
(a) all Inventory;
(b) all Equipment; Northeast Generation Company Security Agreement -----------------------------------------------
(c) all Fixtures;
(d) all Goods not covered by the preceding clauses of this Section 3;
(e) all rights of the Company arising under the Initial Select Power Sales Agreement on or before December 31, 2005 and the Northeast Utilities Guarantee thereof;
(g) all other tangible personal property whatsoever of the Company; and
(h) all Proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the Security Agreement Collateral and, to the extent related to any Security Agreement Collateral, all books, correspondence, credit files, records, invoices and other papers (including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Company or any computer bureau or service company from time to time acting for the Company).
