Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets 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 (collectively, the “Article 9 Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all Equipment; (v) all General Intangibles, including all Intellectual Property; (vi) all Instruments; (vii) all Inventory; (viii) all other Goods; (ix) all Investment Property; (x) all Letter-of-Credit Rights; (xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04; (xii) all books and records pertaining to the Article 9 Collateral; and (xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets. (b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party. (c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 4 contracts
Samples: Credit Agreement (Blue Buffalo Pet Products, Inc.), Collateral Agreement (Blue Buffalo Pet Products, Inc.), Collateral Agreement (Blue Buffalo Pet Products, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all InstrumentsGoods;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets ” shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute include any Excluded Assets.
(b) Each Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in indicate the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 4 contracts
Samples: Security Agreement (TaskUs, Inc.), Security Agreement (Alight Inc. / DE), Security Agreement (TaskUs, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured ObligationsLoan Obligations (other than contingent obligations), each Grantor hereby confirms the pledge and grant to the Collateral Agent, its successors and permitted assigns of the security interest of the Original Guarantee and Collateral Agreement, for the ratable benefit of the Loan Secured Parties, and as security for the payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (other than contingent obligations), each Grantor hereby pledges and grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties in each case whether tangible or intangible, wherever located, and 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 (but excluding any Excluded Collateral, collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) the Cash Collateral Account (as defined in the Revolving Credit Agreement) and all cash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) all Chattel Paper;
(iiiiv) all Documents;
(ivv) all Equipment;
(vvi) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all InventoryGoods;
(viii) all other GoodsInstruments, including all Pledged Securities;
(ix) all Inventory or documents of title, customs receipts, insurance certificates, shipping documents and other written materials related to the purchase or import of any Inventory;
(x) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Intellectual Property;
(xii) all Pledged Collateral;
(xiii) all Records and all books and records pertaining to the Article 9 Collateral;
(xiv) all letters of credit under which such Grantor is the beneficiary and Letter of Credit Rights;
(xv) all Supporting Obligations;
(xvi) all cash and cash equivalents;
(xvii) all Deposit Accounts and Securities Accounts, including all cash, marketable securities, securities entitlements, financial assets and other funds held in or on deposit in any of the foregoing;
(xviii) all other personal property whatsoever of such Grantor; and
(xiiixix) to the extent not otherwise included, all Proceeds Proceeds, all accessions to and substitutions and replacements for and products of any and all of the foregoing and all Supporting Obligationsoffsprings, rents profits and products of any of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Notwithstanding anything to the contrary in this Agreement or any other Senior Secured Note Document, the Equity Interests and other securities of any direct or indirect subsidiary of Holdings that are owned by any Grantor hereby irrevocably authorizes will constitute Collateral securing Note Obligations for the Administrative Agent benefit of Senior Secured Note Holders only to the extent that such Equity Interests and other securities can secure the Senior Secured Notes and/or the guarantees in respect thereof without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of such subsidiary to be filed with the SEC (or any other governmental agency). In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act requires or 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 subsidiary of Holdings due to the fact that such subsidiary’s Equity Interests and other securities secure the Senior Secured Notes and/or the related guarantees, then the Equity Interests and other securities of such subsidiary shall automatically be deemed not to be part of the Collateral securing the Note Obligations in favor of the Note Secured Parties (but only to the extent necessary to not be subject to such requirement) (any such Equity Interests or other securities, “Excluded Note Collateral”). In such event, the Security Documents may be amended or modified, without the consent of the Note Trustee, the Collateral Agent, any Senior Secured Note Holder or any holder of Other Pari Passu Lien Obligations, to the extent necessary to release the first-priority security interests in the shares of Equity Interests and other securities that are so deemed to no longer constitute part of the Collateral securing the Note Obligations in favor of the Note Secured Parties. For the avoidance of doubt, any such Equity Interests shall remain Collateral securing the Loan Obligations for the benefit of the Loan Secured Parties in accordance with the terms of the Credit Agreement and this Agreement. In the event that Rule 3-10 or 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 subsidiary’s Equity Interests and other securities to secure the Senior Secured Notes and/or the related guarantees in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such subsidiary, then the Equity Interests and other securities of such subsidiary shall automatically be deemed to be a part of the Collateral securing the Note Obligations in favor of the Note Secured Parties (but only to the extent necessary to not be subject to any such financial statement requirement). In such event, the Security Documents may be amended or modified, without the consent of the Note Trustee, the Collateral Agent, any Senior Secured Note Holder or any holder of Other Pari Passu Lien Obligations, to the extent necessary to subject to the Liens under the Security Documents such additional Equity Interests and other securities. This Section 3.01(b) shall apply mutatis mutandis to Other Pari Passu Lien Obligations.
(c) Each Grantor hereby authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ax) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (By) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon written request. The Administrative Collateral Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings to the Borrower.
(d) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party. The Collateral Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings to the Borrower.
(ce) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and and, except as otherwise required by applicable law, shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. Nothing contained in this Agreement shall be construed to make the Collateral Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, neither the Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Collateral Agent shall become the owner of Pledged Collateral consisting of a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent, any other Secured Party, any Grantor and/or any other Person.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (CDW Finance Corp)
Security Interest. This Assignment constitutes either (ai) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants a valid ----------------- transfer and assignment to the Administrative Agent, its permitted successors and assigns, for the benefit Trust of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest inof the Seller in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, to and under any and all proceeds (as defined in the UCC as in effect in the State of New York) of such Receivables and Insurance Proceeds and Recoveries relating thereto, and such Receivables and any proceeds thereof and Recoveries allocable to the Trust and the Interchange relating to such Receivables pursuant to Section 2.5(k) of the following assets now owned Agreement will be held by the Trust free and clear of any Lien of any Person claiming through or at under Seller or any time hereafter acquired by such Grantor or of its Affiliates except for (x) Liens permitted under subsection 2.3(b) of the Pooling and Servicing Agreement and subject to Section 9.306 of the UCC in which such Grantor now has or at any time effect in the future may acquire any rightState of New York, title or (y) the interest of the Holder of the Seller Certificate and (collectivelyz) the Seller's right to interest accruing on, and investment earnings in respect of, the “Article 9 Collateral”):
(i) all Accounts;
Collection Account, the Retention Account or any Series Account as provided in the Pooling and Servicing Agreement; or (ii) all Chattel Paper;
it constitutes a grant of a security interest (iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference UCC as in effect in the State of New York) in such property to the UCC shall includeTrust, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements which is enforceable with respect to the Article 9 Collateral or any part existing Receivables of the [Additional Accounts] [Automatic Additional Accounts] designated hereby, the proceeds (as defined in the UCC as in effect in the State of New York) thereof and amendments Insurance Proceeds relating thereto that upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (ias defined in the UCC as in effect in the State of New York) describe thereof, Recoveries allocable to the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable Trust and Interchange with respect to ensure the perfection such Receivables pursuant to subsection 2.5(k) of the Pooling and Servicing Agreement upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Trust in the Article 9 Collateral granted under this Agreementsuch property, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for upon the filing of any a financing statement or amendmentdescribed in Section 4 of this Assignment with respect to the Additional Accounts designated hereby and, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed Receivables hereafter created in such Additional Accounts and the proceeds (as a fixture filingdefined in the UCC as in effect in the State of New York) thereof, a sufficient description of the real property Insurance Proceeds relating to which such Article 9 Collateral relates. Each Grantor agrees to provide such information Receivables, Recoveries allocable to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent Trust and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Interchange with respect to or arising out such Receivables pursuant to subsection 2.5(k) of the CollateralPooling and Servicing Agreement, upon such creation, the Trust shall have a first priority perfected security interest in such property, except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement or as provided in Section 9-306 of the UCC as in effect in the State of Connecticut or New York, whichever is applicable.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Peoples Bank Credit Card Master Trust), Pooling and Servicing Agreement (Peoples Bank Credit Card Master Trust), Pooling and Servicing Agreement (Peoples Bank)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Notes Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Property;
(ii) all Accounts;
(iiiii) all Chattel Paper;
(iiiiv) all Commercial Tort Claims listed on Schedule II hereto;
(v) all Deposit Accounts;
(vi) all Documents;
(ivvii) all Equipment;
(vviii) all General Intangibles, including all Intellectual Property;
(viix) all Instruments;
(viix) all Inventory;
(viii) all other Goods;
(ixxi) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of “Article 9 Collateral”a security interest in (A) any letter-of-credit rights, (B) any Securitization Assets, (C) motor vehicles and other assets subject to certificates of title, (D) any Equity Interests in any Unrestricted Subsidiary or any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect subsidiary of Holdings, (F) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (G) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings, (H) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (I) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (J) (i) if there are outstanding Obligations under the Senior Credit Facilities, any asset with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, any asset with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, (K) security interests prohibited by law or by agreements containing anti-assignment clauses not overridden by the UCC or other term defined in the preceding paragraph applicable law or (L) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, lease, instrument, license or other document or any term defined by reference assets subject thereto if (but only to the UCC extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall includehave been obtained (for the avoidance of doubt, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets restrictions described herein shall not be subject include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (L) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the preceding proviso unless extent that an otherwise applicable prohibition or restriction on such Proceedsgrant is rendered ineffective by any applicable law, substitutions or replacements would themselves constitute Excluded Assetsincluding the Uniform Commercial Code. Each Grantor shall, if requested to do so by the Trustee, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Trustee reasonably determines to be material.
(b) Each Grantor hereby irrevocably authorizes the Administrative Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including including
(A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Notes Collateral Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 4 contracts
Samples: Security Agreement (Freescale Semiconductor, Ltd.), Security Agreement (Freescale Semiconductor, Ltd.), Security Agreement (Freescale Semiconductor Holdings I, Ltd.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Collateral Agent, together with its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets 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 interest, regardless of where located (collectively, the “Article 9 Collateral”but in all cases excluding any Excluded Assets):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all General Intangibles, including all Intellectual Property;
(vivii) all InstrumentsInstruments and Promissory notes;
(viiviii) all Inventory;
(viiiix) all other Goods;
(ixx) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xixii) all cash and Moneys;
(xiii) all Securities Accounts;
(xiv) all Commercial Tort Claims specifically described on Schedule III IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.043.04(c);
(xiixv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) to the extent not otherwise included, all Proceeds Proceeds, substitutions, replacements and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none foregoing (all of the above in this Section 3.01, the “Article 9 Collateral”, any other ). It is understood that the term defined in the preceding paragraph or any term defined by reference to the UCC “Article 9 Collateral” shall include, and in no event shall the Security Interest attach to, not include any Excluded Asset; provided further provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of Excluded Assets shall not be subject to any of the preceding proviso foregoing (unless such Proceeds, substitutions or replacements would themselves constitute an Excluded AssetsAsset).
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant U.S. jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents any Copyright Security Agreement, Patent Security Agreement or Trademark Security Agreement, as applicable, as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registeredissued, issued registered or applied for United States Patents, United States Trademarks or United States Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 4 contracts
Samples: First Lien Collateral Agreement (Franchise Group, Inc.), Second Lien Collateral Agreement (Franchise Group, Inc.), Second Lien Collateral Agreement (Franchise Group, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns, pledges and grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all InstrumentsGoods;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xiiixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets ” shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in indicate the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this 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) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 4 contracts
Samples: Security Agreement (PF2 SpinCo, Inc.), Security Agreement (PF2 SpinCo LLC), Security Agreement (Change Healthcare Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Notes Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all EquipmentDeposit Accounts;
(v) all General Intangibles, including all Intellectual PropertyDocuments;
(vi) all InstrumentsEquipment;
(vii) all InventoryFixtures;
(viii) all other General Intangibles;
(ix) all Goods;
(ixx) all Instruments;
(xi) all Inventory;
(xii) all Investment Property;
(xxiii) all Letter-of-Credit RightsPledged Securities;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xiixiv) all books and records pertaining to the Article 9 Collateral;
(xv) all Letters of Credit and Letter-of-Credit Rights;
(xvi) all Money; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of “Article 9 Collateral”, a security interest in any other term defined in the preceding paragraph Excluded Asset or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsSecurity.
(b) Each Grantor hereby irrevocably authorizes the Administrative Notes Collateral Agent (but the Notes Collateral Agent shall not be required) for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Notes Collateral Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 3 contracts
Samples: Pledge and Security Agreement, Pledge and Security Agreement (Avaya Inc), Pledge and Security Agreement (Avaya Inc)
Security Interest. (a) As If, notwithstanding the intent of the parties stated in Section 2.01(c), the sale, assignment and transfer of any Sold Assets to the Administrative Agent (for the ratable benefit of the Purchasers) hereunder (including pursuant to Section 2.01(b)) is not treated as a sale for all purposes (except as provided in Sections 2.01(d) and 12.11), then such sale, assignment and transfer of such Sold Assets shall be treated as the grant of a security interest by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) to secure the payment and performance of all the Seller’s obligations to the Administrative Agent, the Purchasers and the other Secured Parties hereunder and under the other Transaction Documents (including all Seller Obligations). Therefore, as security for the payment or performanceperformance by the Seller of all the terms, as covenants and agreements on the case may be, in full part of the Secured Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Yield and all other Seller Obligations, each Grantor the Seller hereby grants to the Administrative Agent, Agent for its permitted successors benefit and assigns, for the ratable benefit of the Secured Parties, a continuing first priority security interest (the “Security Interest”) in in, all of such Grantorthe Seller’s right, title and interest in, to and under any and all of the following assets Sold Assets, whether now owned or at any time hereafter acquired by such Grantor owned, existing or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsarising.
(b) Each Grantor hereby irrevocably authorizes the The Administrative Agent (for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filingsParties) and continuation statements shall have, with respect to all the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effectSold Assets, and (ii) contain in addition to all the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization other rights and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information remedies available to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose benefit of perfectingthe Secured Parties), confirming, continuing, enforcing or protecting all the Security Interest in Article 9 Collateral consisting rights and remedies of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming a secured party under any Grantor or the Grantors as debtors and the Administrative Agent as secured partyapplicable UCC.
(c) The Security Interest and For the avoidance of doubt, (i) the grant of security interest granted pursuant to Article II are granted as security only this Section 2.07 shall be in addition to, and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 2.08, (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any obligation security interest), obligations or liability liabilities of any Grantor with respect party under this Section 2.07, and (iii) subject to or arising out the foregoing clauses (i) and (ii), this Section 2.07 shall not be construed to contradict the intentions of the Collateralparties set forth in Section 2.01(c).
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Centuri Holdings, Inc.), Receivables Purchase Agreement (Fortrea Holdings Inc.), Receivables Purchase Agreement (Rackspace Technology, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets and properties, whether 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;Investment Property:
(ix) all Investment Propertybooks and records pertaining to the Article 9 Collateral;
(x) all Goods and Fixtures;
(xi) all Money, cash, cash equivalents, Deposit Accounts, Securities Accounts and Commodities Accounts;
(xii) all Letter-of-Credit Rights;
(xixiii) all Commercial Tort Claims specifically described listed on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04and any supplement thereto;
(xiixiv) the Collateral Account, and all cash, Money, Securities and other investments deposited therein;
(xv) all books and records pertaining to Supporting Obligations;
(xvi) all Security Entitlements in any or all of the Article 9 Collateralforegoing;
(xvii) all Intellectual Property; and
(xiiixviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC Collateral shall not include, and in no event shall the Security Interest shall not attach to, any of the following assets or property, each being an “Excluded Asset”:
(i) any asset (including any Equipment or Inventory owned by a Grantor that is subject to a Lien permitted under Section 7.01(i) of the Credit Agreement securing Indebtedness permitted under Section 7.03 of the Credit Agreement to finance or refinance such Equipment or Inventory) or any lease, license, franchise, charter, authorization, contract or agreement to which any Loan Party is a party, together with any rights or interest thereunder, in each case, if and to the extent security interests therein (x) are prohibited by or in violation of any applicable Law, (y) requires any governmental consent or consent of a third party that is not a Loan Party or an Affiliate of a Loan Party (to the extent the applicable Loan Party has used commercially reasonable efforts to obtain such consent) that has not been obtained or (z) in the case of any lease, license, franchise, charter, authorization, contract or agreement, is prohibited by or in violation of a term, provision or condition of any such lease, license, franchise, charter, authorization, contract or agreement to which such Grantor is a party, except, in the case of each of the foregoing clauses (x), (y) and (z), to the extent that such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity; provided, however, that, notwithstanding the foregoing, the Collateral shall include (and the Security Interest shall attach) at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach to any portion of such asset, lease, license, franchise, charter, authorization, contract or agreement not subject to the prohibitions specified in clauses (x), (y) or (z) above; provided, further, that the Excluded Assets referred to in this clause (i) shall not include any Proceeds or receivables of any such asset, lease, license, franchise, charter, authorization, contract or agreement;
(ii) the Excluded Equity Interests;
(iii) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing and acceptance of a “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 with respect thereto (it being understood that after such filing and acceptance such intent-to-use application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral);
(A) any leasehold interest (including any ground lease interest) in real property, (B) any fee interest in owned real property with a fair market value below $10,000,000 and (C) any Fixtures affixed to any real property to the extent (x) such Fixtures are affixed to any real property with a fair market value below $10,000,000 or (y) a security interest in such Fixtures may not be perfected by the filing of a UCC financing statement in the jurisdiction of organization of the applicable Grantor.
(v) (A) as extracted collateral, (B) timber to be cut, (C) farm products and (D) manufactured homes;
(vi) any particular asset, if the pledge thereof or the security interest therein would result in material adverse tax consequences to any Grantor as reasonably determined by the Borrower with notice in writing (which shall reasonably identify the basis for such determination) to the Administrative Agent;
(vii) any specifically identified asset with respect to which the Administrative Agent has determined (in its reasonable judgment) that the costs of obtaining, perfecting or maintaining a Security Interest or pledge in such asset exceed the fair market value thereof (as determined by the Borrower in its reasonable judgment) or the practical benefit to the Secured Parties afforded thereby;
(viii) Excluded Intercompany Debt; and
(ix) motor vehicles, aircraft and other assets subject to certificates of title or ownership (including, without limitation, aircraft, airframes, aircraft engines or helicopters, or any equipment or other assets constituting a part thereof, in each case to the extent subject to Federal Aviation Act registration requirements, and rolling stock; provided further that Proceedsif and when any property shall cease to be an Excluded Asset, substitutions a Lien on and security interest in such property shall be deemed granted therein and the provisions of this Agreement shall apply to such property, including the Proceeds of any General Intangible, Instrument, license, property right, permit or replacements of any other contract or agreement (except to the extent such Proceeds are an Excluded Assets). Notwithstanding anything to the contrary, the Proceeds of, or in respect of, any Excluded Assets shall not be subject constitute Article 9 Collateral (except to the preceding proviso unless extent such Proceeds, substitutions or replacements would themselves constitute Proceeds are an Excluded AssetsAsset).
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements or continuation statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, Agreement including indicating the Collateral as “all assets” assets or all personal property of such Grantor or words of similar effect, effect and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon reasonable request. The Administrative Collateral Agent is further irrevocably authorized to file (to the extent the Grantors have not already made such filings) Intellectual Property Security Agreements, or supplement or amendments thereof, executed by the applicable Grantor(s) with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such offices). Without limiting the rights and remedies of the Collateral Agent arising under Applicable Law and under the Loan Documents, the Parties agree that in the event an Intellectual Property Security Agreement, or supplement or amendments thereof, is no longer a reasonably acceptable form of documentation to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor offices), as applicable, the authorization granted in the preceding sentence extends to any other documents as may be and actions reasonably necessary to evidence, record, confirm or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting otherwise perfect the Security Interest in Article 9 IP Collateral consisting of registered, U.S. issued or applied for Patents, U.S. registered Trademarks or U.S. registered Copyrights granted by each Grantor (and applications for any of the foregoing) naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party, but, except as provided under Article V hereof or under the Loan Documents, the Collateral Agent is not authorized to execute any such documents on any Grantor’s behalf (to the extent such execution is necessary).
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 3 contracts
Samples: Second Lien Security Agreement, First Lien Security Agreement (Advantage Solutions Inc.), Second Lien Security Agreement (Advantage Solutions Inc.)
Security Interest. (a1) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, each Grantor hereby grants pledges to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper;
(iiic) all cash, Money and Deposit Accounts;
(d) all Documents;
(ive) all Equipment;
(vf) all General Intangibles, including all Intellectual Property;
(vig) all Instruments;
(viih) all Inventory;
(viii) all other Goods;
(ixi) all Investment Property;
(xj) all Letter-of-Credit Rights;
(xik) all Intellectual Property;
(l) all Commercial Tort Claims specifically Claims, including those described on Schedule III IV hereto, as such schedule may be supplemented ;
(m) each of the following:
(i) Securities Accounts;
(ii) Investment Property credited to Securities Accounts from time to time pursuant to Section 3.04and all Security Entitlements in respect thereof; and
(iii) all cash held in any Securities Account or Deposit Account;
(xiin) all books and records Records pertaining to the Article 9 Collateral; and
(xiiio) to the extent not otherwise includedall Proceeds, all Proceeds Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that none of “. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) the Article 9 Collateral”Collateral will not include any Pledged Collateral and (ii) the Article 9 Collateral (and any components comprising thereof) will not include, this Agreement will not constitute a grant of a security interest in, the security interest granted hereunder will not attach to and no representation, warranty, covenant or any other term defined provision contained in the preceding paragraph this Agreement or any term defined by reference to the UCC other Security Document shall include, and in no event shall the Security Interest attach apply to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b2) Each Subject to the limitations set forth in Section 4.01(6), each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Collateral (including all Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including including:
(Aa) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor Grantor; and
(if requiredb) and (B) a description of collateral that describes such property in any manner as the Collateral Agent may reasonably determine is necessary to ensure the perfection of the security interest in the case Collateral granted under this Agreement, including describing such property as “all assets”, whether now owned or hereafter acquired, or words of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatessimilar effect. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon reasonable written request. .
(3) The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted Intellectual Property by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c4) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Grantor.
(5) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 3 contracts
Samples: Term Loan Guarantee and Collateral Agreement, Abl Guarantee and Collateral Agreement (Impax Laboratories, LLC), Term Loan Guarantee and Collateral Agreement (Amneal Pharmaceuticals, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(xix) all Letter-of-Credit Rights;
(xix) all the Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time and on any supplement thereto received by the Administrative Agent pursuant to Section 3.043.04(c);
(xiixi) all books and records pertaining to the Article 9 Collateral; and
(xiiixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference notwithstanding anything to the UCC contrary in this Agreement, this Agreement shall includenot constitute a grant of a security interest in (A) motor vehicles or other assets subject to certificates of title, and in no event shall the Security Interest attach (B) deposit accounts or securities accounts, (C) Receivables Management Assets owned by, or owing to, any Excluded Asset; provided further that ProceedsPerson (other than the Borrower or a Restricted Subsidiary) or held in trust for the benefit of any such Person, substitutions or replacements and the Equity Interests of Excluded Assets Receivables Management Subsidiaries (D) any Excluded Equity, (E) any asset with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest in is excessive in view of the benefits to be obtained by the Lenders, (F) any General Intangible, Investment Property or other property or rights of a Grantor arising under or evidenced by any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other property or rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (F) above shall not be subject affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the preceding proviso extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC, (G) any license, permit, franchise, authorization, consent, registration or other approval issued by the Federal Communications Commission (or any equivalent state agency) (collectively, the “FCC Licenses”) held by any Grantor to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by any applicable law, including the UCC or (H) Margin Stock unless such Proceedsthe applicable requirements of Regulations T, substitutions or replacements would themselves constitute Excluded AssetsU and X of the Board of Governors of the Federal Reserve have been satisfied.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
Appears in 3 contracts
Samples: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Security Agreement (West Corp)
Security Interest. (a) As Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interest made pursuant to Section 4.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rightsinsurance claims and proceeds;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Letter-of-credit rights;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor Grantor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Collateral Agent, including describing such property as “all assets” or “all property”. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Dennys Corp), Credit Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, and subject to Section 4.01(d), each Grantor hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash, cash equivalents and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all General Intangibles, including all Intellectual Property;
(vivii) all Instruments;
(viiviii) all Inventory;
(viiiix) all other Goods;
(ixx) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xixii) all Commercial Tort Claims specifically described on Schedule III heretoIV, as such schedule may be supplemented from time to time pursuant to Section 3.044.02(e);
(xiixiii) all books and records pertaining to the Article 9 Collateral; andFixtures that are personal property;
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference and
(xv) all books and records pertaining to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsforegoing.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties (or its designee) at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” of such Grantor or words of similar effect, effect or of a lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide the information required for any such information filing to the Administrative Collateral Agent promptly upon any reasonable request. The Administrative Collateral Agent (or its designee) is further authorized by each Grantor to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights United States Intellectual Property granted by each Grantor such Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II III are granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
(d) Notwithstanding anything herein to the contrary, to the extent and for so long as any asset is Excluded Property, the Security Interest granted under this Section 4.01 shall not attach to, and the Collateral shall not include, such asset; provided, however that the Security Interest shall immediately attach to, and the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be Excluded Property.
(e) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required (i) to perfect the Security Interest granted by this Agreement (including any Security Interest in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the Uniform Commercial Code of the relevant State(s), (B) filings in United States government offices with respect to Intellectual Property as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments or Pledged Collateral as expressly required elsewhere herein (together with any necessary endorsements, stock powers or other instruments of transfer reasonably requested by the Collateral Agent) or (D) other methods provided for in Section 4.04, (ii) to take any action (other than the actions listed in clauses (i)(A), (B) and (C) above) with respect to any assets located outside of the United States, (iii) to perfect the security interests granted by this Agreement by taking any actions required under the laws of any jurisdiction outside the United States or (iv) to perfect any security interests granted by this Agreement in any assets subject to a certificate of title statute.
Appears in 3 contracts
Samples: Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (Madison Square Garden Co)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsFixtures;
(vii) all InventoryGeneral Intangibles;
(viii) all other Goods;
(ix) all Investment PropertyInstruments;
(x) all Letter-of-Credit RightsIntellectual Property;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Inventory;
(xii) all Investment Property other than the Pledged Collateral;
(xiii) all Letters of Credit and Letter of Credit Rights;
(xiv) all minerals, oil, gas and As-Extracted Collateral;
(xv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) substitutions, replacements, accessions, products and proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Credit Documents, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include) and the other provisions of the Credit Documents with respect to Collateral need not be satisfied with respect to (a) motor vehicles or other assets subject to certificates of title and commercial tort claims, (b) any assets over which the granting of security interests in such assets would be prohibited by an enforceable contractual obligation binding on the assets that existed at the time of the acquisition thereof and was not created or made binding on the assets in contemplation or in connection with the acquisition of such assets (except in the case of assets owned on the Issue Date or acquired after the Issue Date with Indebtedness of the type permitted pursuant to Section 4.03(b)(iv) of the Indenture and any equivalent provision in any Other Second-Priority Lien Obligations Document), applicable law or regulation (in each case, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code, other than proceeds thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions) or to the extent that such security interests would require obtaining the consent of any governmental authority or would result in materially adverse tax consequences as reasonably determined by the Issuer in writing delivered to the Collateral Agent, (c) those assets with respect to which, in the reasonable judgment of the Applicable Agent and the Issuer, evidenced in writing delivered to the Agent, the costs or other consequences of obtaining or perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom, (d) any Letter of Credit Rights (other than to the extent a Lien thereon can be perfected by filing a customary financing statement), (e) any Excluded Securities, (f) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would violate the terms of applicable law or of such license, contract or agreement, or result in a breach of the terms of, or constitute a default under, any such license, contract or agreement to which such Pledgor is a party (other than 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 New York UCC or any other applicable law or regulation (including the Bankruptcy Code) or principles of equity); provided that none that, immediately upon the ineffectiveness, lapse or termination of “Article 9 Collateral”any such provision, any other term defined in the preceding paragraph or any term defined by reference to the UCC Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in no event shall the Security Interest attach toeffect, (g) any Excluded Asset; provided further equipment or other asset owned by any Pledgor that Proceeds, substitutions or replacements of Excluded Assets shall not be is subject to a purchase money lien or a Capitalized Lease Obligation, in each case, as permitted under the preceding proviso unless Indenture and not prohibited by any other Credit Document, if the contract or other agreement in which such ProceedsLien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any person other than the Pledgors as a condition to the creation of any other security interest on such equipment or asset and, substitutions in each case, such prohibition or replacements would themselves constitute requirement is permitted by under the Indenture and not prohibited by any other Credit Document, (h) any foreign collateral or credit support with respect to such foreign collateral (other than any such assets pledged pursuant to the Pledge Agreement), (i) any real property (owned or leased) or oil and gas properties (owned or leased) other than the Mortgaged Properties, and (j) any asset at any time that is not then subject to a Lien securing First-Priority Lien Obligations at such time (the foregoing clauses (a) through (j), the “Excluded Assets”). With respect to the Collateral, no control agreements or control arrangements will be required with respect to any Deposit Accounts, Securities Accounts, Commodity Contracts or any other asset, the perfection of a security interest in which specifically requires a control arrangement or control agreement (other than the delivery of Pledged Securities to the Applicable Agent to the extent required by Article II).
(b) Each Grantor Pledgor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such Grantor Pledgor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Pledgor, without the signature of any Pledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
Appears in 3 contracts
Samples: Collateral Agreement (EP Energy Corp), Collateral Agreement (EP Energy Corp), Collateral Agreement (EP Energy Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets 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 (collectively, the “Article 9 Collateral”):
(iI) all Accounts;
(iiII) all Chattel Paper;
(iiiIII) all Cash and Deposit Accounts;
(IV) all Documents;
(ivV) all Equipment;
(vVI) all General Intangibles, including all Intellectual Property;
(viVII) all Instruments;
(viiVIII) all Inventory;
(viiiIX) all other GoodsGoods and Fixtures;
(ixX) all Investment Property;
(xXI) all Letter-of-Credit Rights;
(xiXII) all Commercial Tort Claims specifically described on Schedule III IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.043.04(c);
(xiiXIII) all books and records pertaining to the Article 9 Collateral; and
(xiiiXIV) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach toto and no representation, warranty or covenant contained herein or in any other Security Document shall apply to (A) any Excluded Asset; provided further that ProceedsAssets and (B) the Excluded Equity Interests (it being understood that, substitutions or replacements of Excluded Assets to the extent the Security Interest shall not be subject have attached to any such asset as a result of clauses (A) and (B) above, the preceding proviso unless term “Article 9 Collateral” shall not include any such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsasset).
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings but excluding Intellectual Property filings, which are addressed below) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto thereto, including continuations, that (i) describe the collateral covered thereby in any manner that the Administrative Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (Grantor, if required) applicable, and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon the Collateral Agent’s reasonable request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto with respect to the Article 9 Collateral or any part thereof naming any Grantor as debtor or the Grantors as debtors and the Collateral Agent as secured party, if filed prior to the date hereof. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued United States registered or applied for Patents, Trademarks or Copyrights Copyrights, including exclusive Copyright Licenses, granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party. No Grantor shall be required to complete any filings or other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 3 contracts
Samples: Collateral Agreement (Vacasa, Inc.), Collateral Agreement (Vacasa, Inc.), Collateral Agreement (EverCommerce Inc.)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Letter of Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III heretoClaims;
(1) Securities Accounts, as such schedule may be supplemented (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time pursuant to Section 3.04and all Security Entitlements in respect thereof, (3) all cash held any Securities Account or Deposit Account and (4) all other money in the possession of the Administrative Agent;
(xiixiii) all timber to be cut;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) (i) the Bucksport Co-Gen Assets, (ii) the Excluded Minority Interests, (iii) any Equity Interests acquired after the Closing Date in a person that none is not a Subsidiary if, and to the extent that, and for so long as, a grant of “Article 9 Collateral”a security interest in such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests (if such obligation existed at the time of acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests), and (iv) any assets acquired after the Closing Date to the extent that, and for so long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness pursuant to Section 6.01(i) of the Credit Agreement or any equivalent exception in any other Secured Agreement that is secured by a Permitted Lien), (c) any (x) property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof (other than Section 3.01(a)(iv)) and (y) Rule 3-16 Collateral solely to the extent and with respect to the obligations described in the last paragraph of Section 3.01, (d) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose or (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term defined in would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the preceding paragraph New York UCC or any term defined by reference to other applicable law (including, without limitation, Title 11 of the UCC United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetseffect.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filingsfilings and filings with respect to timber to be cut) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such Grantor Pledgor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Administrative Agent promptly upon request, including providing within 30 days of any reasonable request therefor legal descriptions of real property (other than real property subject to a Mortgage) on which timber to be cut of such Pledgor is located. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Pledgor, without the signature of any Pledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Administrative Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Collateral.Article 9
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Verso Paper Corp.), Credit Agreement (Verso Paper Corp.), Guarantee and Collateral Agreement (Verso Paper Corp.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants assigns and pledges to the Administrative Agent, its permitted successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper;
(iiic) all cash, Deposit Accounts and Securities Accounts;
(d) all Commercial Tort Claims;
(e) all Documents;
(ivf) all Equipment;
(vg) all General Intangibles, including all Intellectual Property;
(vih) all Instruments;
(viii) all Inventory;
(viii) all other Goods;
(ixj) all Investment Property;
(xk) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xiil) all books and records pertaining to the Article 9 Collateral; and
(xiiim) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing. Notwithstanding the foregoing, the Article 9 Collateral shall not include any of the following assets now owned or hereafter acquired which would otherwise be included in the Article 9 Collateral (collectively, the “Excluded Collateral”):
(a) any vehicle covered by a certificate of title or ownership,
(b) any real property held by the Borrower or any Guarantor as a lessee under a lease,
(c) assets sold to a Person which is not a Grantor in compliance with each of the Credit Agreements,
(d) assets owned by a Guarantor after the release of the guarantee of such Guarantor pursuant to Section 7.15,
(e) assets subject to a Lien permitted by clauses (g), (h), (i) and (r) (in the case of a Lien permitted by clause (r), securing Indebtedness permitted to be incurred pursuant to clauses (7) and (15) of the definition of “Permitted Indebtedness” set forth in each of the Credit Agreements) of the definition of “Permitted Liens” set forth in each of the Credit Agreements,
(f) assets which contain a valid and enforceable prohibition on the creation of a security interest therein so long as such prohibition remains in effect and is valid and effective notwithstanding Sections 9-406, 9-407, 9-408 and 9-409 of the applicable Uniform Commercial Code; provided that, upon the reasonable request of the Agent, the Borrower shall, and shall cause any applicable Grantor to, use commercially reasonable efforts to have waived or eliminated such provision,
(g) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01(a) hereof,
(h) any Letter-of-Credit Rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose and to a person that none is not a Grantor,
(i) any asset of “Article 9 Collateral”, any other term defined in a Controlled Foreign Subsidiary (within the preceding paragraph meaning of Treasury Regulation § 1.956-2(c)(2) or any term defined by reference successor provision thereto) or a subsidiary of a Controlled Foreign Subsidiary, and
(j) any application for a Trademark registration filed with the United States Patent and Trademark Office pursuant to Section 1(b) of the Xxxxxx Act (“Intent to Use Application”) prior to the UCC shall include, filing with and acceptance by the United States Patent and Trademark Office of a Statement of Use (as described in no event shall Section 1(d) of the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions Xxxxxx Act) or replacements an Amendment to Allege Use (as described in Section 1(c) of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsXxxxxx Act).
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in indicate the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” assets of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (TransDigm Group INC), Guarantee and Collateral Agreement (TransDigm Group INC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, to and or under any and all of the following assets and properties, wherever located, and whether 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts, including Receivables;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule Schedule may be supplemented from time to time pursuant to Section 3.043.04(d);
(iv) all Deposit Accounts, Securities Accounts and Commodity Accounts;
(v) all Letter of Credit Rights;
(vi) all Documents;
(vii) all Equipment;
(viii) all General Intangibles;
(ix) all Instruments;
(x) all Insurance;
(xi) all Inventory and other Goods;
(xii) all Fixtures;
(xiii) all Investment Property;
(xiv) all Intellectual Property;
(xv) all Money;
(xvi) all Residual Interests;
(xvii) all Mortgage Loans;
(xviii) all Collateral Accounts;
(xix) all books and records pertaining to the Article 9 Collateral;
(xx) all cash, Cash Equivalents and Money (a) held in, or expressly required to be deposited into, any Collateral Account or (b) received by the Collateral Agent, any Noteholder or any other Secured Party as a result of the exercise of remedies in accordance with the Note Documents in respect of the Pledged Securities; and
(xiiixxi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any 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 or warranty payable to any Grantor from time to time with respect to any of the foregoing; provided that none of “Article 9 Collateral”that, any other term defined in the preceding paragraph or any term defined by reference notwithstanding anything to the UCC shall includecontrary in this Agreement, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets this Agreement shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute a grant of a security interest in any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes (but does not obligate) the Administrative Agent Collateral Agent, for the benefit of the Secured Parties Parties, at any time and from time to time to file (x) in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor Grantor, or words of similar effecteffect or being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees , and (y) solely with respect to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file Intellectual Property Collateral, with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party. Each Grantor agrees to provide such information to the Collateral Agent promptly upon reasonable request.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
(d) The pledge and perfection of the Pledged Collateral and the Security Interest is subject to the provisions of the definition of Collateral Requirement.
Appears in 2 contracts
Samples: Security Agreement (Velocity Financial, Inc.), Security Agreement (Velocity Financial, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, each Grantor Guarantor hereby grants assigns and pledges to the Administrative Collateral Agent, its permitted successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”") in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Guarantor or in which such Grantor Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Article 9 Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsFixtures;
(vii) all InventoryGeneral Intangibles;
(viii) all other GoodsInstruments;
(ix) all Inventory;
(x) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xixii) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Claims;
(xiixiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that none . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of “a security interest (other than the grant of security interest in the Pledged Stock pursuant to Section 3.01) in, and "Article 9 Collateral”" shall not include, (a) any other term defined in Equity Interests of any Person (except for Equity Interests of any Material Subsidiary listed on Schedule VI hereto as such schedule may be updated from time to time, that can be perfected upon the preceding paragraph filing of a financing statement), (b) any Material Pledged Debt Securities or any term defined by reference debt securities that may be pledged pursuant to any foreign pledge agreement under the terms of the Credit Agreement, (c) any assets of any Subsidiary to the UCC shall includeextent that, as of the Closing Date, and for so long as, a pledge of such assets would violate a contractual obligation binding on such assets or such Subsidiary, (d) any assets of any Subsidiary acquired after the Closing Date in no event accordance with the Credit Agreement if, and to the extent that, and for so long as (1) pledging such assets would violate applicable law or a contractual obligation binding on such assets or such Subsidiary and (2) such law or obligation existed at the time of the acquisition thereof or (e) 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 such intent-to-use trademark applications under applicable federal law; provided, that, upon the reasonable request of the Collateral Agent, Domestic Borrower shall, and shall the Security Interest attach cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any Excluded Asset; provided further that Proceedscontractual obligation of the types described in clauses (c) and (d) above, substitutions other than those set forth in a joint venture agreement to which Holdings or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsany Subsidiary is a party .
(b) Each Grantor Guarantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) ), continuation statements, or other filings and continuation statements recordings, with respect to the Article 9 Collateral and any other collateral pledged hereunder or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, or such other information as may be required under applicable law including (i) describe whether such Guarantor is an organization, the type of organization and any organizational identification number issued to such Guarantor, (ii) in the case of Fixtures, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral covered thereby that describes such property in any other manner that as the Administrative Collateral Agent may reasonably determines determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral or other collateral granted under this Agreement, including indicating the Collateral describing such property as “"all assets” of such Grantor " or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates"all property". Each Grantor Guarantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Guarantor, without the signature of any Guarantor, and naming any Grantor Guarantor or the Grantors Guarantors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 2 contracts
Samples: Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.), Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Letter of Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III heretoClaims;
(1) Securities Accounts, as such schedule may be supplemented (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time pursuant to Section 3.04and all Security Entitlements in respect thereof, (3) all cash held any Securities Account or Deposit Account and (4) all other money in the possession of the Collateral Agent;
(xiixiii) all timber to be cut;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Equity Interests in any Subsidiary of either Issuer, (c) (i) the Bucksport Co-Gen Assets, (ii) the Excluded Minority Interests, (iii) any Equity Interests acquired after the Closing Date in a Person that none is not a Subsidiary if, and to the extent that, and for so long as, a grant of “Article 9 Collateral”a security interest in such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests (if such obligation existed at the time of acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests), and (iv) any assets acquired after the Closing Date, to the extent that, and for so long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness pursuant to Section 4.03(b)(iv) of the Indenture that is secured by a Permitted Lien), (d) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof, (e) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose or (f) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term defined in would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the preceding paragraph New York UCC or any term defined by reference to other applicable law (including, without limitation, Title 11 of the UCC United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetseffect.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filingsfilings and filings with respect to timber to be cut) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such Grantor Pledgor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Administrative Collateral Agent promptly upon request, including providing within 30 days of any reasonable request therefor legal descriptions of real property (other than real property subject to a mortgage in favor of the Collateral Agent) on which timber to be cut of such Pledgor is located. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral consisting of registered, issued or applied for such Pledgor constituting Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured partyCopyrights.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Collateral Agreement, Collateral Agreement (Verso Paper Corp.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “"Security Interest”") in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “"Article 9 Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rightscredit rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiiixii) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor Grantor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Collateral Agent, including describing such property as "all assets" or "all property". Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, each Grantor Guarantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Guarantor or in which such Grantor Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash, Deposit Accounts and securities accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsFixtures;
(vii) all InventoryGeneral Intangibles;
(viii) all other GoodsInstruments;
(ix) all Inventory;
(x) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xixii) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Claims;
(xiixiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, supporting obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest (other than the grant of security interest in the Pledged Stock pursuant to Section 3.01) in, and “Article 9 Collateral”” shall not include, (a) any other term defined in Equity Interests of any Person (except for Equity Interests of any Material Subsidiary listed on Schedule VI hereto as such schedule may be updated from time to time, that can be perfected upon the preceding paragraph filing of a financing statement), (b) any Material Pledged Debt Securities or any term defined by reference debt securities that may be pledged pursuant to any foreign pledge agreement under the terms of the Credit Agreement, (c) any assets of any Subsidiary to the UCC shall includeextent that, as of the Closing Date, and for so long as, a pledge of such assets would violate a contractual obligation binding on such assets or such Subsidiary, (d) any assets of any Subsidiary acquired after the Closing Date in no event accordance with the Credit Agreement if, and to the extent that, and for so long as (1) pledging such assets would violate applicable law or a contractual obligation binding on such assets or such Subsidiary and (2) such law or obligation existed at the time of the acquisition thereof or (e) 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 such intent-to-use trademark applications under applicable federal law; provided, that, upon the reasonable request of the Administrative Agent, Company shall, and shall the Security Interest attach cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any Excluded Asset; provided further that Proceedscontractual obligation of the types described in clauses (c) and (d) above, substitutions other than those set forth in a joint venture agreement to which the Company or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsany Subsidiary is a party.
(b) Each Grantor Guarantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) ), continuation statements, or other filings and continuation statements recordings, with respect to the Article 9 Collateral and any other collateral pledged hereunder or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, or such other information as may be required under applicable law including (i) describe whether such Guarantor is an organization, the type of organization and any organizational identification number issued to such Guarantor, (ii) in the case of Fixtures, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral covered thereby that describes such property in any other manner that as the Administrative Agent may reasonably determines determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral or other collateral granted under this Agreement, including indicating the Collateral describing such property as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates“all property”. Each Grantor Guarantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Guarantor, without the signature of any Guarantor, and naming any Grantor Guarantor or the Grantors Guarantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Guarantor with respect to or arising out of the Article 9 Collateral.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Chart Industries Inc), Guarantee and Collateral Agreement (Chart Industries Inc)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Note Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Letter of Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III heretoClaims;
(1) Securities Accounts, as such schedule may be supplemented (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time pursuant to Section 3.04and all Security Entitlements in respect thereof, (3) all cash held any Securities Account or Deposit Account and all other money in the possession of the Collateral Agent;
(xiixiii) all timber to be cut;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (B) (i) the Bucksport Co-Gen Assets, (ii) the Excluded Minority Interests, (iii) any Equity Interests acquired after the Closing Date in a person that none is not a Subsidiary if, and to the extent that, and for so long as, a grant of “Article 9 Collateral”a security interest in such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests (if such obligation existed at the time of acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests), and (iv) any assets acquired after the Closing Date to the extent that, and for so long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness pursuant to Section 4.03(b)(iv) of the Indenture or any equivalent exception in any other Note Document that is secured by a Permitted Lien), (C) any (x) property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof (other than Section 3.01(a)(iv)) and (y) Rule 3-16 Collateral solely to the extent and with respect to the obligations described in the last paragraph of Section 3.01, (D) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, or (E) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term defined in would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the preceding paragraph New York UCC or any term defined by reference to other applicable law (including, without limitation, Title 11 of the UCC United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetseffect.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filingsfilings and filings with respect to timber to be cut) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such Grantor Pledgor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property.” Each Grantor Pledgor agrees to provide such information to the Administrative Collateral Agent promptly upon request, including providing within 30 days of any reasonable request therefor legal descriptions of real property (other than real property subject to a Mortgage) on which timber to be cut of such Pledgor is located. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral consisting of registered, issued or applied for such Pledgor constituting Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured partyCopyrights.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Collateral Agreement (Verso Paper Holdings LLC), Collateral Agreement (Verso Paper LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranteed Obligations, each Grantor hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all EquipmentDeposit Accounts;
(v) all General Intangibles, including all Intellectual PropertyDocuments;
(vi) all InstrumentsEquipment;
(vii) all InventoryGeneral Intangibles;
(viii) all other Goods;
(ix) all Investment PropertyInstruments;
(x) all Letter-of-Credit RightsInventory;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference notwithstanding anything to the UCC contrary in this Agreement, this Agreement shall include, and not constitute a grant of a security interest in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Pledge and Security Agreement, Pledge and Security Agreement (Sabre Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all EquipmentDeposit Accounts;
(v) all General Intangibles, including all Intellectual PropertyDocuments;
(vi) all InstrumentsEquipment;
(vii) all InventoryFixtures;
(viii) all other General Intangibles;
(ix) all Goods;
(ixx) all Instruments;
(xi) all Inventory;
(xii) all Investment Property;
(xxiii) all Letter-of-Credit RightsPledged Securities;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xiixiv) all books and records pertaining to the Article 9 Collateral;
(xv) all Letters of Credit and Letter-of-Credit Rights;
(xvi) all Money; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of “Article 9 Collateral”, a security interest in any other term defined in the preceding paragraph Excluded Asset or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsSecurity.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Pledge and Security Agreement (VPNet Technologies, Inc.), Pledge and Security Agreement (VPNet Technologies, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, and subject to Section 4.01(d), each Grantor hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash, cash equivalents and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all General Intangibles, including all Intellectual Property;
(vivii) all Instruments;
(viiviii) all Inventory;
(viiiix) all other Goods;
(ixx) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xixii) all Commercial Tort Claims specifically described on Schedule III heretoIV, as such schedule may be supplemented from time to time pursuant to Section 3.044.02(e);
(xiixiii) all Fixtures;
(xiv) all books and records pertaining to the Article 9 Collateral; and
(xiiixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties (or its designee) at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” of such Grantor or words of similar effect, effect or of a lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filingfiling or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide the information required for any such information filing to the Administrative Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent (or its designee) to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Collateral Agent (or its designee) is further authorized by each Grantor to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor such Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II III are granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
(d) Notwithstanding anything herein to the contrary, to the extent and for so long as any asset is an Excluded Asset, the Security Interest granted under this Section 4.01 shall not attach to, and the Article 9 Collateral shall not include, such asset; provided, however that the Security Interest shall immediately attach to, and the Article 9 Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset.
Appears in 2 contracts
Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby pledges, assigns and grants to the Administrative Collateral Agent, its permitted successors on behalf of and assigns, for the benefit of the Secured PartiesCreditors, a security interest (the “Security Interest”) in all of such Grantor’s its right, title and interest in, to and under any and all of the following assets property and other assets, whether now owned by or at any time owing to, or hereafter acquired by or arising in favor of, such Grantor or in Grantor, and regardless of where located (all of which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, are collectively referred to as the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper);
(iii) all DocumentsIntellectual Property;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsFixtures;
(vii) all InventoryGeneral Intangibles;
(viii) all other Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xxii) all Letter-of-Credit RightsRights and Supporting Obligations;
(xixiii) all Deposit Accounts;
(xiv) all Vehicles;
(xv) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented specified from time to time pursuant in Schedule IV hereto (as the same may be updated from time to Section 3.04time in accordance with the terms hereof);
(xiixvi) all books cash or other property deposited with the Collateral Agent or any Secured Creditor or any Affiliate of the Collateral Agent or any Secured Creditor or which the Collateral Agent, for its benefit and records for the benefit of the other Secured Creditors, or any Secured Creditor or such Affiliate is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement or the Credit Agreement;
(xvii) all books, records, files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the Article 9 foregoing or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof;
(xviii) As-Extracted Collateral; and
(xiiixix) to the extent not otherwise included, all Proceeds and products of any and all accessions to, substitutions for and replacements, products and cash and non-cash proceeds (including Stock Rights) of the foregoing (including any claims to any items referred to in this definition and any claims against third parties for loss of, damage to or destruction of any or all Supporting Obligations, collateral security and guarantees given by any Person of the Collateral or for proceeds payable under or unearned premiums with respect to any policies of insurance) in whatever form, including cash, negotiable instruments and other instruments for the foregoing; provided that none payment of “Article 9 Collateral”money, any Chattel Paper, collateral agreements and other term defined in documents. Notwithstanding the preceding paragraph foregoing or any term defined by reference anything herein to the UCC shall includecontrary, and in no event shall the “Article 9 Collateral” include or the Security Interest attach to, to any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsCollateral.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties Creditors at any time and from time to time to file in any relevant U.S. jurisdiction any financing statements (including fixture filings) and continuation statements statements, with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) ), such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured partycreditor.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party Creditor to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Builders FirstSource, Inc.), Abl Collateral Agreement (Builders FirstSource, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, performance in full of the Secured Note Obligations, including the obligations arising pursuant to the Guaranty Agreement, each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all EquipmentEquipment and Fixtures;
(v) all General Intangibles, including all Intellectual Property;
(vi) all InstrumentsGoods;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Credit RightsRights to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of security interests in such Article 9 Collateral is accomplished solely by the filing of a UCC financing statement;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral;
(xii) all Intellectual Property and Licenses;
(xiii) all Commercial Tort Claims listed on Schedule III and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xiiixiv) to the extent not otherwise included, all Proceeds Proceeds, products, accessions, rents and products profits of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of “a security interest in any Excluded Assets and (ii) the Article 9 Collateral”, Collateral (nor any other defined term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets therein) shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute include any Excluded Assets.
(b) Each Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto and continuations thereof that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assetsassets of the debtor, whether now existing or hereafter arising” of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral; provided that the foregoing will not limit or otherwise affect the obligations and liabilities of the Grantors to the extent set forth herein and in the other Note Documents.
(d) Upon three (3) Business Days prior written notice (or, with respect to filings as of the Closing Date, without any such notice) to the applicable Grantor, the Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) additional documents (including any Intellectual Property Security Agreements and/or supplements thereto) as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in the Registered Intellectual Property Collateral of each Grantor in which a security interest has been granted by each Grantor, and naming any Grantor as debtor and the Collateral Agent as secured party.
(e) Notwithstanding anything to the contrary in the Note Documents, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this 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) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Property to the extent required by the Collateral and Guarantee Requirement, (B) filings in United States government offices with respect to Intellectual Property of Grantor as expressly required elsewhere herein, (C) delivery to the Collateral Agent (or to the First Lien Administrative Agent pursuant to the First Lien Security Agreement), to be held in its possession of all Collateral consisting of Instruments or certificated Pledged Collateral 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 the actions listed in clauses (i)(A) and (C) above) with respect to any assets located outside of the United States or any other assets, including any Intellectual Property registered in any non-U.S. jurisdiction (and no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction shall be required), (iv) to perfect in any assets subject to a certificate of title statute or (v) to deliver any Equity Interests except as expressly provided in Section 2.02.
Appears in 2 contracts
Samples: Security Agreement (Global Eagle Entertainment Inc.), Securities Purchase Agreement (Global Eagle Entertainment Inc.)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Letter of Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III heretoClaims;
(1) Securities Accounts, as such schedule may be supplemented (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time pursuant to Section 3.04and all Security Entitlements in respect thereof, (3) all cash held any Securities Account or Deposit Account and (4) all other money in the possession of the Administrative Agent;
(xiixiii) all timber to be cut;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) (i) the Bucksport Co-Gen Assets, (ii) the Excluded Minority Interests, (iii) any Equity Interests acquired after the Closing Date in a Person that none is not a Subsidiary if, and to the extent that, and for so long as, a grant of “Article 9 Collateral”a security interest in such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests (if such obligation exited at the time of acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests), and (iv) any assets acquired after the Closing Date to the extent that, and for so long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness pursuant to Section 6.01(i) of the Credit Agreement that is secured by a Permitted Lien), (c) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof (other than Section 3.01(a)(iv)), (d) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose or (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term defined in would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the preceding paragraph New York UCC or any term defined by reference to other applicable law (including, without limitation, Title 11 of the UCC United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetseffect.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filingsfilings and filings with respect to timber to be cut) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such Grantor Pledgor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Administrative Agent promptly upon request, including providing within 30 days of any reasonable request therefor legal descriptions of real property (other than real property subject to a Mortgage) on which timber to be cut of such Pledgor is located. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Pledgor, without the signature of any Pledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Administrative Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Verso Sartell LLC), Guarantee and Collateral Agreement (Verso Paper Corp.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper, including all Electronic Chattel Paper;
(iii) all DocumentsCommercial Tort Claims (including all Commercial Tort Claims listed on Schedule IV);
(iv) all Equipmentcash, Deposit Accounts and all other bank accounts;
(v) all General Intangibles, including all Intellectual PropertyDocuments;
(vi) all InstrumentsGeneral Intangibles, including Intellectual Property;
(vii) all InventoryGoods;
(viii) all other GoodsInventory;
(ix) all Equipment;
(x) all Fixtures;
(xi) all Instruments;
(xii) all Investment Property;
(xxiii) all Letter-of-Credit Rights;
(xixiv) all Commercial Tort Claims specifically described on Schedule III heretomonies, as such schedule may be supplemented from time to time pursuant to Section 3.04whether or not in the possession or under the control of any Secured Party, or a bailee or Affiliate or branch of any Secured Party, including any cash;
(xiixv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) to the extent not otherwise included, all Proceeds and products of of, and all Supporting Obligations for, any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”.
(b) Notwithstanding the above or anything else in this Agreement, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets Collateral shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute include any Excluded Assets.
(bc) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements or continuation statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in indicate the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(cd) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Credit Agreement (Oscar Health, Inc.), Credit Agreement (Oscar Health, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants pledges, assigns, to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) the Cash Collateral Account and all cash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) all Commercial Tort Claims;
(iv) all Chattel Paper;
(iiiv) all Documents;
(ivvi) all Equipment;
(vvii) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment PropertyInstruments;
(x) all Letter-of-Credit RightsInventory;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Investment Property;
(xii) all Intellectual Property;
(xiii) all Pledged Collateral;
(xiv) all books and records pertaining to the Article 9 Collateral;
(xv) all Supporting Obligations; and
(xiiixvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”. Notwithstanding the foregoing, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach shall not extend to, and the “Collateral” (and any component definition thereof) shall not include, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsProperty.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effect, effect and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ax) whether such Grantor is an organization, the type of organization and any the organizational identification number issued to such Grantor (if required) required for the filing of financing statements in any relevant jurisdiction and (By) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon written request. The Administrative Collateral Agent agrees, upon request by the Borrower and at its expense, to furnish copies of such filings to the Borrower.
(c) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party. The Collateral Agent agrees, upon request by the Borrower and at its expense, to furnish copies of such filings to the Borrower.
(cd) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and and, except as otherwise required by applicable law, shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. Nothing contained in this Agreement shall be construed to make the Collateral Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, neither the Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Collateral Agent shall become the owner of Pledged Collateral consisting of a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent, any other Secured Party, any Grantor and/or any other Person.
(e) Notwithstanding anything to the contrary herein, no action shall be required to create or perfect a security interest in the Collateral to the extent such creation or perfection would require (i) any filing other than a filing in the United States of America, any state thereof and the District of Columbia, (ii) other actions under the laws of any jurisdiction other than the United States of America, any state thereof and the District of Columbia or (iii) that any control agreements be obtained in respect thereof.
Appears in 2 contracts
Samples: Credit Agreement (Ceridian HCM Holding Inc.), Credit Agreement (Ceridian HCM Holding Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, each Grantor hereby grants to the Administrative First Lien Notes Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets 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 interest, regardless of where located (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all General Intangibles, including all Intellectual Property;
(vivii) all Instruments;
(viiviii) all Inventory;
(viiiix) all other Goods;
(ixx) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xixii) all Commercial Tort Claims specifically described on Schedule III IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.043.04(c);
(xiixiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, to (A) any Excluded AssetAsset (including any Excluded Equity Interest), or (B) any asset owned by any Grantor that the Issuer and the First Lien Notes Collateral Agent or, prior to the Disposition Date, the Controlling Party, in each case subject to and in accordance with Section 4.14(c) of the Indenture shall have agreed in writing to exclude from being Article 9 Collateral on account of the cost of creating a security interest in such asset hereunder being excessive in view of the benefits to be obtained by the Secured Parties therefrom. It is understood that, to the extent the Security Interest shall not have attached to any such asset as a result of clauses (A) or (B) above, the term “Article 9 Collateral” shall not include any such asset; provided further provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of Excluded Assets shall not be subject to any of the preceding proviso foregoing (unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsproperty referred to in clauses (A) or (B)).
(b) Each Grantor hereby agrees to prepare and file or cause the filing of (at its own expense), and irrevocably authorizes the Administrative First Lien Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file (at such Grantor’s expense), in any relevant U.S. jurisdiction any financing statements (including fixture filings) and continuation statements statements, with respect to the Article 9 Collateral or any part thereof and thereof, amendments thereto and continuation statements, as may be necessary in order to perfect or maintain the perfection of the First Lien Collateral Agent’s security interest in the Collateral owned by such Grantor that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is as may be necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this AgreementAgreement or as the First Lien Notes Collateral Agent may reasonably request, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement statement, amendment or amendmentcontinuation statement, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative First Lien Notes Collateral Agent promptly upon request. The Administrative Each Grantor agrees to deliver a file-stamped copy of each such financing statement, amendment or continuation statement to the First Lien Notes Collateral Agent. Each Grantor agrees to prepare and file or cause the filing of (at its own expense) and further authorizes the First Lien Notes Collateral Agent is further authorized to file (at such Grantor’s expense), the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice in the United States, but not any office in any other country), as applicable, and any such additional documents pursuant to Section 3.05(b) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights registered or applied-for in the United States, granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative First Lien Notes Collateral Agent as secured partySecured Party. Each Grantor agrees to deliver a file-stamped copy of each such agreement, instrument or other evidence of filing to the First Lien Notes Collateral Agent.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative First Lien Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. Notwithstanding the grant of authority to the Second Lien Notes Collateral Agent to make the filings contemplated by this Section 3.01, in no event shall the Second Lien Notes Collateral Agent (or the Trustee) be obligated to prepare or file any initial financing statement, amendment thereto, continuation statement or any other instrument, agreement or document with the relevant U.S. jurisdiction, United States Patent and Trademark Office or United States Copyright Office (or any successor office), as applicable, to perfect or maintain the perfection of the security interest granted hereunder.
Appears in 2 contracts
Samples: First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Topco, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Notes Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Property;
(ii) all Accounts;
(iiiii) all Chattel Paper;
(iiiiv) all Commercial Tort Claims listed on Schedule II hereto;
(v) all Deposit Accounts;
(vi) all Documents;
(ivvii) all Equipment;
(vviii) all General Intangibles, including all Intellectual Property;
(viix) all Instruments;
(viix) all Inventory;
(viii) all other Goods;
(ixxi) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of “Article 9 Collateral”a security interest in (A) any letter-of-credit rights, (B) any Securitization Assets, (C) motor vehicles and other assets subject to certificates of title, (D) any Equity Interests in any Unrestricted Subsidiary or any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect subsidiary of Holdings, (F) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (G) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings, (H) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (I) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (J) (i) if there are outstanding Obligations under the Senior Credit Facilities, any asset with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, any asset with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, (K) security interests prohibited by law or by agreements containing anti-assignment clauses not overridden by the UCC or other term defined in the preceding paragraph applicable law or (L) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, lease, instrument, license or other document or any term defined by reference assets subject thereto if (but only to the UCC extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall includehave been obtained (for the avoidance of doubt, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets restrictions described herein shall not be subject include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (L) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the preceding proviso unless extent that an otherwise applicable prohibition or restriction on such Proceedsgrant is rendered ineffective by any applicable law, substitutions or replacements would themselves constitute Excluded Assetsincluding the Uniform Commercial Code. Each Grantor shall, if requested to do so by the Trustee, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Trustee reasonably determines to be material.
(b) Each Grantor hereby irrevocably authorizes the Administrative Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Notes Collateral Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) Notwithstanding anything to the contrary in this Agreement or the Indenture, none of the Grantors shall be required to enter into any deposit account control agreement or securities account control agreement with respect to any deposit account or securities account.
Appears in 2 contracts
Samples: Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Security Agreement (Freescale Semiconductor Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all InstrumentsGoods;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights, but only to the extent constituting a supporting obligation for other Article 9 Collateral as to which perfection of security interests in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule III and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xiiixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”that, any other term defined in the preceding paragraph or any term defined by reference notwithstanding anything to the UCC shall includecontrary in this Agreement, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets this Agreement shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute a grant of a security interest in any Excluded Assets.
(b) Each Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in indicate the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Security Agreement (Hilton Worldwide Holdings Inc.), Security Agreement (APX Group Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all AccountsCopyrights;
(ii) all Chattel PaperPatents;
(iii) all DocumentsTrademarks;
(iv) all EquipmentLicenses;
(v) all General Intangibles, including all other Intellectual Property;; and
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 2 contracts
Samples: Intellectual Property Security Agreement (Nielsen Holdings B.V.), Intellectual Property Security Agreement (Global Media USA, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s 's right, title and interest in, to and under any and all of the following assets now owned or at any time hereafter acquired by such Grantor or in in, or to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsMoney and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all General Intangibles, including all Intellectual PropertyProperty (and all embodiments, additions, improvements and accessions to or fixations thereof) and Licenses;
(vivii) all Instruments;
(viiviii) all Inventory;
(viiiix) all other Goods;
(ix) , including all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims timber to be cut located on the real property specifically described on Schedule III heretoV, as such schedule may be supplemented from time to time pursuant to Section 3.044.02(f);
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims specifically described on Schedule IV, as such schedule may be supplemented from time to time pursuant to Section 4.02(e);
(xiii) all books and records pertaining to the Article 9 CollateralCollateral (including, for the avoidance of doubt, all books and records and related documentation describing or used in connection with Intellectual Property); and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference Notwithstanding anything herein to the UCC shall includecontrary, to the extent and in no event shall for so long as any asset is an Excluded Asset, the Security Interest granted under this Section shall not attach to, and Article 9 Collateral shall not include, such asset (it being understood that the Security Interest shall immediately attach to, and Article 9 Collateral shall immediately include, any such asset (or any portion thereof) upon such asset (or such portion thereof) ceasing to be an Excluded Asset; provided further that Proceeds), substitutions and none of the representations, warranties or replacements of Excluded Assets covenants hereunder shall not be subject deemed to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute apply to any property constituting Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture and timber filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail and indicating that after acquired assets are covered, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filingfiling or covering Collateral constituting timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting perfecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor in Article 0 Xxxxxxxxxx xxxxxxxxxx xx Xxxxxx Xxxxxx Patents, Trademarks, Copyrights or exclusive Copyright Licenses granted to a Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II III are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Bz Intermediate Holdings LLC), Credit Agreement (Bz Intermediate Holdings LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Guarantor hereby grants assigns and pledges to the Administrative Collateral Agent, its permitted successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”") in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Guarantor or in which such Grantor Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Article 9 Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Claims;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any vehicle covered by a certificate of title or ownership, (b) any assets (including Equity Interests) with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(h) of the Credit Agreement, (c) any assets (including Equity Interests) to the extent that, as of the Closing Date, and for so long as, such grant of a security interest would violate a contractual obligation binding on such asset, (d) any Equity Interests of any person acquired by a Guarantor after the Closing Date pursuant to Section 6.04(j) of the Credit Agreement if, and to the extent that, and for so long as, (A) such grant of a security interest would violate applicable law or any contractual obligation binding upon such Equity Interests and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary (provided, that none of “Article 9 Collateral”, any other term defined the foregoing clause (B) shall not apply in the preceding paragraph case of a joint venture, including a joint venture that is a Subsidiary) or (e) any term defined by reference Letter of Credit Rights to the UCC shall include, and in no event shall extent any Guarantor is required by applicable law to apply the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements proceeds of Excluded Assets shall not be subject to the preceding proviso unless a drawing of such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsLetter of Credit for a specified purpose.
(b) Each Grantor Guarantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Guarantor is an organization, the type of organization and any organizational identification number issued to such Grantor Guarantor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as "all assets" or "all property". Each Grantor Guarantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Guarantor, without the signature of any Guarantor, and naming any Grantor Guarantor or the Grantors Guarantors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (TRW Automotive Inc), Guarantee and Collateral Agreement (TRW Automotive Inc)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents[Reserved];
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all Inventory and all other GoodsGoods not otherwise described above;
(ix) all Investment Property;
(x) all Letter-of-Letter of Credit Rights;
(xi) all Commercial Tort Claims specifically (as described on Schedule III II hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04);
(xii) all other personal property not otherwise described above (except property specifically excluded from any defined term used in any of the foregoing clauses);
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing. Notwithstanding anything to the contrary in this Agreement, the other Indenture Documents or any Additional Secured Debt Document, this Agreement shall not constitute a grant of a security interest in (and the Collateral shall not include) (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any cash, deposit account or securities account, (c) any assets owned on or acquired after the Issue Date, to the extent that, and for long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation of or in connection with the acquisition of such assets; provided provided, that, upon the reasonable request of the Collateral Agent (or, until the Discharge of Senior Lender Claims, the Intercreditor Agent), the Issuer shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any such contractual obligation, (d) any property excluded from the definition of Pledged Collateral pursuant to Section 2.01 hereof, including without limitation any Designated Securities, (e) any Letter of Credit Rights to the extent any Pledgor, is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (f) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that none such a grant would, under the terms of “Article 9 Collateral”such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, that license, contract or agreement to which such Pledgor is a party (other than 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 New York UCC or any other term defined in applicable law (including, without limitation, Title 11 of the preceding paragraph United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any term defined by reference to such provision, the UCC Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in no event shall effect, (g) any Equipment owned by any Pledgor that is subject to a purchase money lien or a Capitalized Lease Obligation if the Security Interest attach tocontract or other agreement in which such Lien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any person other than the Pledgors as a condition to the creation of any other security interest on such Equipment, (h) solely with respect to any Other Pari Passu Obligations, any Excluded Asset; provided further asset that Proceeds, substitutions or replacements of Excluded Assets shall is not intended to be subject collateral with respect to such Other Pari Passu Obligations pursuant to the preceding proviso unless terms of the Additional Secured Debt Document governing such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsOther Pari Passu Obligations and (i) any property of a Pledgor that is not required to be pledged as security for Senior Lender Claims.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Second Lien Collateral Agreement, Second Lien Collateral Agreement (Momentive Performance Materials Inc.)
Security Interest. (a) As The Issuer hereby pledges, assigns and grants to the Trustee, as security for the due payment or performance, as and performance of all the case may be, in full Issuer’s obligations under this Indenture for all series of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, its permitted successors and assignsOutstanding Securities, for itself and for the ratable benefit of the Secured PartiesHolders of such Securities, a security interest in and to all of the Issuer’s right, title and interest, whether now or hereafter existing or acquired, in the following (collectively, the “Security InterestCollateral”):
(a) in all Accounts; all Deposit Accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Equity Interests and Investment Property; all Inventory; all Equipment; all Goods; all Chattel Paper; all Documents, including, without limitation, all Issuer Loans and all of such Grantorthe Issuer’s right, title and interest in, to thereunder; all Instruments; all Books and under any and all of the following assets 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) Records; all General Intangibles, including ; all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) Supporting Obligations; all Letter-of-Credit Rights;
Rights (xi) all Commercial Tort Claims specifically described on Schedule III hereto, as capitalized terms used in this paragraph shall have the meanings assigned to such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to terms in the Article 9 CollateralUCC); and
(xiiib) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any proceeds of the foregoing; provided that none . At the expense of “Article 9 Collateral”the Issuer, the Issuer agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of all Outstanding Securities, including but not limited to, the filing of financing statements pursuant to the UCC. The Issuer shall, at its expense, do any other term defined further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the preceding paragraph or any term defined by reference to the UCC shall includeCollateral, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceedsno liens, substitutions encumbrances or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit charges of any type whatsoever. In furtherance of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection grant of the security interest in the Article 9 Collateral granted under this Agreementfor all Outstanding Securities, including indicating upon and during continuance of an Event of Default, the Collateral as “all assets” Issuer grants to the Trustee on behalf of the Holders of such Grantor or words of similar effectSecurities the full, exclusive and (ii) contain irrevocable right, power and authority but not the information required by Article 9 obligation to exercise any and all rights of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Issuer with respect to or arising out the Collateral held for the benefit of the CollateralHolders of such Securities, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon the occurrence of and during the continuance of an Event of Default, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 6.8.
Appears in 2 contracts
Samples: Short Term Notes Indenture, Short Term Notes Indenture
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all InstrumentsGoods;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Collateral as to which perfection of a security interest in such Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets ” shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute include any Excluded Assets.
(b) Each Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in indicate the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents executed by each Grantor which shall be executed by each Grantor upon reasonable request of the Collateral Agent as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any non-United States jurisdiction.
(e) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this 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) of the relevant State(s), (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity 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” except as otherwise set forth in this Section 3.01(e), (iii) to take any action pursuant to this Agreement (other than the actions listed in clauses (i)(A) and (C) above) with respect to any assets located outside of the United States, (iv) to perfect in any assets subject to a certificate of title statute or (v) to deliver any Equity Interests pursuant to this Agreement except as expressly provided in Section 2.01, Section 2.02 or Section 2.04.
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (Tradeweb Markets Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other GoodsIntellectual Property Collateral;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; (xi) all Goods and Fixtures;
(xii) all Letter-of-Credit Rights;
(xiii) all Commercial Tort Claims described on Schedule 8 of the Perfection Certificate;
(xiv) all Money, cash, cash equivalents, Deposit Accounts and the Cash Collateral Account (and all cash, securities and other investments deposited therein);
(xv) all Supporting Obligations;
(xvi) all Security Entitlements in any or all of the foregoing; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “that, notwithstanding anything to the contrary in this Agreement, Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC Collateral shall includenot include any, and in no event shall the Security Interest attach toshall be granted in any, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Subject to Section 3.03(h), each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements or continuation statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets or all personal property of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number (if any) issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Security Agreement (Casa Systems Inc), Security Agreement (Casa Systems Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants assigns and pledges to the Administrative AgentCollateral Trustee, its permitted successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in and continuing lien on (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles (except to the extent constituting Pledged Collateral pledged pursuant to Article III) and Intellectual Property;
(vii) all InventoryInstruments (except to the extent constituting Pledged Collateral pledged pursuant to Article III);
(viii) all other GoodsInventory;
(ix) all Investment PropertyProperty (except to the extent constituting Pledged Collateral pledged pursuant to Article III);
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time specifically described on a Perfection Certificate or pursuant to Section 3.044.04(f);
(xii) all Insurance;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference . Notwithstanding anything herein to the UCC shall includecontrary, and in no event shall the Security Interest Article 9 Collateral include nor the security interest granted under this Section 4.01 attach to: (i) any lease, license, contract or agreement to which any Excluded AssetGrantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest in any such lease, license, contract or agreement is prohibited by or in violation (including a breach or default thereunder) of (A) any law, rule or regulation applicable to such Grantor, or (B) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code of the United States of America) or principles of equity); provided however that the Article 9 Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition referred to above shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (A) or (B) above; provided further that Proceeds, substitutions the prohibitions specified in (A) or replacements of Excluded Assets (B) above shall not be include any Proceeds of any such lease, license, contract or agreement, (ii) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “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 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 impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, (iii) Margin Stock, (iv) motor vehicles, rolling stock, aircraft and vessels, (v) all leasehold interests, (vi) any Excluded Accounts, (vii) any asset owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien permitted by Sections 6.02(a), 6.02(h), 6.02(r), 6.02(s) or 6.02(t) of the preceding proviso unless Credit Agreement but only to the extent that the contract or written agreement governing such Proceedspermitted Lien or the permitted debt secured thereby expressly prohibits the grant of a Lien or a security interest on such asset but, substitutions in any case, only for so long as and to the extent that such prohibition remains in place, (viii) those assets (if any) as to which the Collateral Trustee and the Borrower shall have determined that the cost of obtaining a security interest is excessive in relation to the value of the security to be afforded thereby, (ix) any Equity Interest of any Subsidiary or replacements would themselves constitute any Person that is not a Subsidiary to the extent a pledge of such Equity Interest hereunder is expressly prohibited by any applicable shareholder agreement, indenture or other contractual arrangement either (x) in force and effect on the Closing Date or (y) entered into after the Closing Date but only if the applicable Grantor has used commercially reasonable efforts to ensure that such shareholder agreement, indenture or other contractual arrangement does not restrict the ability of the applicable Grantor to grant hereunder a Lien on or security interest in such Equity Interest, in any case only for so long as and to the extent that such prohibition remains in place and (x) any asset released by the Collateral Trustee from the Liens created hereby pursuant to Section 5.1 of the Intercreditor Agreement as and to the extent set forth therein (the interests, property and assets in the immediately foregoing clauses (i) through (x), the “Excluded Assets”).
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties Collateral Trustee at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby Article 9 Collateral as described herein or in any other manner that as the Administrative Agent Collateral Trustee may determine, in its reasonable discretion, is reasonably determines is necessary necessary, advisable or advisable prudent to ensure the perfection of the security interest in Security Interest granted herein, (ii) indicate the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets, whether now owned or hereafter acquired, developed or created” of such Grantor or words of similar effect, and (iiiii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.and
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Dynegy Inc.), Guarantee and Collateral Agreement (Dynegy Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants and pledges to the Administrative Collateral Agent, its permitted successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles; provided that the grant of the Security Interest hereunder shall not include any application for a Trademark that would be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such Security Interest unless and until such time that the grant and/or enforcement of the Security Interest will not affect the status or validity of such Trademark;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rightscredit rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04commercial tort claims;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, the foregoing shall not include any other term defined asset that such Grantor now has or at any time in the preceding paragraph future may acquire the right, title or any term defined interest of which is (i) the subject of a capital lease (as determined in accordance with GAAP) and (ii) legally or beneficially owned by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsa person other than a Grantor.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in indicate the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Ryan's Restaurant Leasing Company, LLC), Credit Agreement (Ryan's Restaurant Leasing Company, LLC)
Security Interest. (a1) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper;
(iiic) all cash, Cash Equivalents and Deposit Accounts;
(d) all Documents;
(ive) all Equipment;
(vf) all General Intangibles, including all Intellectual Property;
(vig) all Goods
(h) all Instruments;
(viii) all Inventory;
(viii) all other Goods;
(ixj) all Investment Property;
(xk) all Letter-of-Letter of Credit Rights;
(xil) all Intellectual Property;
(m) all Commercial Tort Claims specifically Claims, including those described on Schedule III IV hereto, as such schedule may be supplemented ;
(n) each of the following:
(i) Securities Accounts;
(ii) Investment Property credited to Securities Accounts or Deposit Accounts from time to time pursuant to Section 3.04and all Security Entitlements in respect thereof;
(xiiiii) all cash held in any Securities Account or Deposit Account; and
(iv) all other Money in the possession of the Collateral Agent;
(o) all books and records Records pertaining to the Article 9 Collateral; and
(xiiip) to the extent not otherwise includedall proceeds, all Proceeds Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that none of “. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall Collateral will not include, this Agreement will not constitute a grant of a security interest in and in no event shall the Security Interest security interest granted hereunder will not attach to, to any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b2) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral (including all Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including including:
(Aa) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor Grantor;
(if required) and (Bb) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; and
(c) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets”, whether now owned or hereafter acquired, or words of similar effect. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. .
(3) The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c4) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Grantor.
(5) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Abl Guarantee and Collateral Agreement (PET Acquisition LLC), Abl Guarantee and Collateral Agreement (PET Acquisition LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets and properties, whether 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other GoodsInvestment Property;
(ix) all Investment Propertybooks and records pertaining to the Article 9 Collateral;
(x) all Goods and Fixtures;
(xi) all Money, cash, Cash Equivalents, Deposit Accounts, Securities Accounts and Commodities Accounts;
(xii) all Letter-of-Credit Rights;
(xixiii) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Claims;
(xiixiv) all books Collateral Accounts, and records pertaining to all cash, Cash Equivalents, Money, Securities and other investments deposited therein;
(xv) all Supporting Obligations;
(xvi) all Security Entitlements in any or all of the Article 9 Collateralforegoing;
(xvii) all Intellectual Property; and
(xiiixviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC Collateral shall not include, and in no event shall the Security Interest shall not attach to, and no representation, warranty or covenant contained herein or any other Collateral Document shall apply to, any of the following assets or property, each being an “Excluded Asset; provided further ”:
(i) any asset (including, to the extent applicable, any Equipment or Inventory owned by a Grantor that Proceeds, substitutions or replacements of Excluded Assets shall not be is subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(ba Lien permitted under Section 7.01(d) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties Credit Agreement), lease, license, franchise, charter, authorization, contract or agreement to which any Grantor is a party, together with any rights or interest thereunder, in each case, if and to the extent security interests therein (A) are prohibited by or in violation of any applicable Law, (B) requires any governmental consent that has not been obtained or consent of a third party that is not a Grantor or a Controlled Affiliate of a Grantor that has not been obtained pursuant to any contract or agreement binding on such asset at the time of its acquisition and not entered into in contemplation of such acquisition, or (C) is prohibited by or in violation of a term, provision or condition of any time such lease, license, franchise, charter, authorization, contract or agreement to which such Grantor is a party, except, in the case of each of the foregoing clauses (A), (B), and from time (C), to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the extent that such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity; provided, however, that, notwithstanding the foregoing, the Article 9 Collateral shall include (and the Security Interest shall attach), at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach to any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” portion of such Grantor asset, lease, license, franchise, charter, authorization, contract or words of similar effectagreement not subject to the prohibitions specified in clauses (A), and (iiB), or (C) contain above (in each case, after giving effect to the information required by Article 9 applicable anti-assignment provisions of the UCC or other applicable law); provided, further, that the analogous legislation Excluded Assets referred to in this clause (i) shall not include any Proceeds or receivables of each applicable jurisdiction for any such asset, lease, license, franchise, charter, authorization, contract or agreement (except to the extent such Proceeds or receivables constitute Excluded Assets);
(ii) the Excluded Equity Interests and any assets of any Excluded Subsidiary;
(iii) any “intent-to-use” Trademark applications prior to the filing and acceptance of a “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 with respect thereto, to the extent that, and during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any financing statement or amendment, including registration that issues from such intent-to-use application under applicable federal law (A) whether it being understood that after such Grantor is an organization, the type of organization and any organizational identification number issued period such intent-to-use application shall be automatically subject to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant herein and deemed to Article II are granted be included in the Collateral);
(A) any leasehold interest (including any ground lease interest) in real property, (B) any fee interest in owned real property other than Material Real Property, and (C) any Fixtures affixed to any real property to the extent (1) such real property does not constitute Material Real Property or (2) a security interest in such Fixtures may not be perfected by the filing of a UCC financing statement in the jurisdiction of organization (or other location of a Grantor under Section 9-307 of the UCC) of the applicable Grantor;
(A) as extracted collateral, (B) timber to be cut, (C) farm products, (D) manufactured homes and (E) healthcare insurance receivables;
(vi) any particular asset, if the pledge thereof or the security only and shall not subject interest therein would result in material adverse tax consequences to any Grantor as reasonably determined by the Borrower in good faith in consultation with the Administrative Agent;
(vii) any specifically identified asset with respect to which the Administrative Agent has determined (in its reasonable judgment in consultation with the Borrower) that the costs of obtaining, perfecting or any other maintaining a Security Interest or pledge in such asset exceed the fair market value thereof (as determined by the Borrower in its reasonable judgment) or the practical benefit to the Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Parties afforded thereby;
Appears in 2 contracts
Samples: Revolving Facility Security Agreement (Allegro Microsystems Inc), Term Loan Security Agreement (Allegro Microsystems Inc)
Security Interest. (a) As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and interest in, in and to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other GoodsInvestment Property;
(ix) all Investment PropertyLetter-of-Credit rights;
(x) all Letter-of-Credit RightsCommercial Tort Claims included in the Article 9 Collateral pursuant to Section 4.04;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiiixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including other than fixture filingsfilings or other filings required to be made in any real estate recording office) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement (other than a fixture filing or other filing required to be made in any real estate recording office) or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Each Grantor also ratifies its authorization for the Collateral Agent is further authorized to file with the United States Patent and Trademark Office in any relevant jurisdiction any initial financing statements (other than fixture filings or United States Copyright Office (or other filings required to be made in any successor real estate recording office) such documents as may be reasonably necessary or advisable for amendments thereto if filed prior to the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured partydate hereof.
(c) The Security Interest and the security interest interests granted pursuant to Article II III are granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
(d) Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to (i) any contract or agreement to which a Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (A) the unenforceability of any right of the Grantor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such contract or agreement (other than 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 New York UCC or any other applicable law or principles of equity), provided, however, with respect to any contract or agreement described in clause (i) of this paragraph (d), that such security interest shall attach immediately at such time as the condition causing such unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract or agreement that does not result in any of the consequences specified in subclauses (A) or (B) of this paragraph (d) including, any Proceeds of such contract or agreement, (ii) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (iii) any Excluded Property.
(e) Notwithstanding anything herein to the contrary, any Security Interest in any Intellectual Property shall be subordinate to any license thereof (other than a license to a Loan Party) permitted under the Credit Agreement.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Limited Brands Inc), Amendment and Restatement Agreement (Limited Brands Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured First Lien Obligations, including the Guarantees, each Grantor hereby grants assigns and pledges to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the First Lien Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the First Lien Secured Parties, and confirms its continuing prior grant to the Collateral Agent for the benefit of the Secured Parties of, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xiiix) all books and records pertaining to the Article 9 Collateral;
(x) all Money and Deposit Accounts; and
(xiiixi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided provided, that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (and the term “Collateral” shall not include) (A) any vehicle covered by a certificate of title or ownership, (B) any Equity Interest excluded from the pledge made pursuant to Article 9 Collateral”II hereunder pursuant to clauses (A) through (G) of Section 2.01, (C) any asset with respect to which the Administrative Agent determines (with an acknowledgement to the U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a security interest in such asset is excessive in view of the benefits to be obtained by the Lenders, (D) any Equipment owned by any Grantor that is subject to a purchase money lien or a Capitalized Lease permitted by the Credit Agreement if the contract or other agreement in which such Encumbrance is granted (or the documentation providing for such Capitalized Lease) prohibits or requires the consent of any person other than the U.S. Borrower or any Subsidiary as a condition to the creation of any other term defined security interest on such Equipment, (E) any assets with respect to which a security interest is not required to be granted under Section 6.11 of the Credit Agreement by reason of the second sentence of Section 6.11(b) or of Section 6.11(d) of the Credit Agreement or (F) any General Intangible, Investment Property or rights of a Grantor arising under any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the preceding paragraph avoidance of doubt, the restrictions described herein shall not include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (F) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC. Each Grantor shall, if requested to do so by the Administrative Agent, the Collateral Agent or any term defined by reference Applicable First Lien Representative, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the UCC shall include, and in no event shall Administrative Agent or the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions Collateral Agent or replacements of Excluded Assets shall not the Applicable First Lien Representative reasonably determines to be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsmaterial.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the First Lien Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other First Lien Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) Notwithstanding anything to the contrary in Article II or Article III, the term “Pledged Equity,” “Pledged Collateral” or “Collateral”, as it refers to such Collateral securing Permitted Debt Offering Obligations for which the applicable Permitted Debt Offering Agreement specifies such obligations will be subject to this paragraph or whose Authorized Representative otherwise elects to be subject to this paragraph, shall not include any Equity Interests and other securities of a Subsidiary of the Company to the extent that the pledge of such Equity Interests and other securities would result in Xxxxxxx or the Company being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant Permitted Debt Offering Obligations affected; provided that neither Xxxxxxx nor any Subsidiary shall take any action in the form of a reorganization, merger or other restructuring a principal purpose of which is to provide for the release of the Lien on any Equity Interests pursuant to this clause (d). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-16”) 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 Authority) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s Equity Interests secures the Permitted Debt Offering Obligations affected thereby, then the Equity Interests of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant Permitted Debt Offering Obligations affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any First Lien Secured Party, to the extent necessary to release the First Lien Security Interests in favor of the Collateral Agent on the shares of Equity Interests that are so deemed to no longer constitute part of the Collateral for the relevant Permitted Debt Offering Obligations only. In the event that Rule 3-16 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 Subsidiary’s Equity Interests to secure the Permitted Debt Offering Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant Permitted Debt Offering Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this clause (d) shall limit the pledge of such Equity Interests and other securities from securing the Obligations and the Initial Permitted Debt Offering Obligations at all times or from securing any Permitted Debt Offering Obligations that are not in respect of securities subject to regulation by the SEC for which the applicable Permitted Debt Offering Agreement specifies, or whose Authorized Representative elects to be subject to this paragraph.
Appears in 2 contracts
Samples: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Nielsen CO B.V.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperDeposit Accounts;
(iii) all DocumentsInventory;
(iv) all Equipmentto the extent evidencing, governing, securing or otherwise related to the items referred to in the foregoing, General Intangibles, Chattel Paper and Instruments;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 CollateralCollateral (whether in printed form or stored electronically); and
(xiiivi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference notwithstanding anything to the UCC contrary in this Agreement, this Agreement shall includenot constitute a grant of a security interest in, and in no event Collateral shall the Security Interest attach tonot include, any Excluded Asset; provided further that Proceeds, substitutions Asset or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsTerm Loan Priority Collateral.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” of such Grantor as described herein or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
(d) With respect to any Deposit Accounts that are Blocked Accounts pursuant to Section 6.15(b) of the Credit Agreement, each Grantor that is an account party for a Blocked Account shall execute and deliver Blocked Account Agreements in accordance with Section 6.15 of the Credit Agreement. The Agent hereby agrees that it shall not deliver any notifications to any account bank under any Blocked Account Agreement until such time as a Cash Dominion Event has occurred and is continuing.
Appears in 2 contracts
Samples: Pledge and Security Agreement (LVB Acquisition, Inc.), Pledge and Security Agreement (Biolectron, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby pledges to the Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Deposit Accounts
(iv) all Documents;
(ivv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all InstrumentsFixtures;
(vii) all InventoryGeneral Intangibles;
(viii) all other Goods;
(ix) all Investment PropertyInstruments;
(x) all Letter-of-Credit RightsIntellectual Property;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Inventory;
(xii) all Investment Property other than the Pledged Collateral;
(xiii) all Letters of Credit and Letter of Credit Rights;
(xiv) all minerals, oil, gas and As-Extracted Collateral;
(xv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) substitutions, replacements, accessions, products and proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds proceeds, Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing. Notwithstanding anything to the contrary in the Credit Documents, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include) and the other provisions of the Credit Documents with respect to Collateral need not be satisfied with respect to (A) motor vehicles or other assets subject to certificates of title (except to the extent the security interests in such vehicles or assets can be perfected by filing an “all assets” UCC-1 financing statement) and commercial tort claims, (B) any assets over which the granting of security interests in such assets would be prohibited by an enforceable contractual obligation binding on the assets (including permitted liens, leases or licenses), applicable Requirements of Law (in each case, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code or other applicable Requirement of Law, other than proceeds thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable Requirement of Law notwithstanding such prohibitions) or to the extent that such security interests would require obtaining the consent of any Governmental Authority or would result in material and adverse tax consequences to the Borrower, any Subsidiary or any Parent Entity as reasonably determined by the Borrower in writing delivered to the Collateral Agent, (C) those assets with respect to which, in the reasonable judgment of the Agent and the Borrower, the burdens, costs or consequences of obtaining or perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom, (D) any Letter of Credit Rights (other than to the extent a Lien thereon can be perfected by filing an “all assets” UCC-1 financing statement), (E) any Excluded Equity Interests, (F) any Grantor’s right, title or interest in any license, contract or agreement to which such Grantor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would violate the terms of applicable Requirements of Law or of such license, contract or agreement, or result in a breach of the terms of, or constitute a default under, any such license, contract or agreement to which such Grantor is a party; provided that none that, immediately upon the ineffectiveness, lapse or termination of “Article 9 Collateral”any such provision, any other term defined in the preceding paragraph or any term defined by reference to the UCC Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (G) any foreign collateral or credit support with respect to such foreign collateral (other than any such assets constituting Pledged Collateral), (H) any real property (owned or leased) or Oil and Gas Properties (owned or leased), other than the Mortgaged Properties; provided that in no event shall any Grantor be required to deliver landlord waivers, estoppels or collateral access letters, (I) cash and Permitted Investments, Deposit Accounts, Securities Accounts (including securities entitlements and related assets) and Commodity Accounts, in each case other than (i) to the Security Interest attach toextent a Lien thereon can be perfected by filing an “all assets” UCC-1 financing statement, (ii) cash collateral accounts contemplated under the Credit Documents and (iii) control where the applicable Commodity Account, Securities Account, Deposit Account or other asset is maintained with the bank acting as Agent (in which case, for the avoidance of doubt, no control agreement or other arrangement shall be required hereunder)), (J) any asset (other than as set forth in clause (I) above) a security interest in which can only be perfected through control, control agreements or other control arrangements, in each case other than possession or control of Pledged Securities (whether certificated or uncertificated) to the extent required hereunder, (K) any property or assets owned by a Foreign Subsidiary or an Unrestricted Subsidiary (unless such Foreign Subsidiary or Unrestricted Subsidiary is at any time a Grantor hereunder), (L) any Trademark application filed in the United States Patent and Trademark Office on the basis of any Grantor’s “intent to use” such Trademark and for which a form evidencing use of the Trademark has not yet been filed with and accepted by the United States Patent and Trademark Office, to the extent that granting a security interest in such Trademark application prior to such filing would result in the cancellation or abandonment of the same or would impair the registrability, enforceability or validity of such Trademark application or any registration that issues therefrom under applicable federal law, (M) Margin Stock and, to the extent prohibited by the terms of any applicable Organization Documents, joint venture agreement, shareholders’ agreement or similar agreement, Equity Interests in any other Person other than Wholly owned Subsidiaries that are Restricted Subsidiaries and (N) any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) located on real property, in each case, in an area having special flood hazards and in which flood insurance is available under the National Flood Insurance Act of 1968 (the foregoing clauses (A) through (N), the “Excluded AssetAssets”); provided further that Proceeds, substitutions or replacements the Collateral shall include the Proceeds of Excluded Assets shall not be subject to any of the preceding proviso foregoing unless such Proceeds, substitutions or replacements would themselves Proceeds also constitute Excluded Assets. With respect to the Collateral, no control agreements or control arrangements will be required with respect to any asset (other than the delivery or control of Pledged Securities to the Agent to the extent required by Article II).
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor Grantor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor agrees to provide such information to the Administrative Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.)
Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment or performancewhen due of the Aggregate Principal and all Interest in respect of the Loans and all other Borrower Obligations, as the case may beBorrower hereby confirms and reaffirms the grant under the Existing Purchase Agreement, in full and without limiting the foregoing, hereby grants, to the Collateral Agent for its benefit and the ratable benefit of the Secured ObligationsParties of, each Grantor and hereby grants to the Administrative Agent, Collateral Agent for its permitted successors benefit and assigns, for the ratable benefit of the Secured Parties, a continuing security interest (the “Security Interest”) in all of such Grantorthe Borrower’s right, title and interest in, to and under any and all of the following assets following, whether now owned or at any time hereafter acquired by such Grantor owned, existing or in which such Grantor now has or at any time in the future may acquire any right, title or interest arising (collectively, the “Article 9 Collateral”):
): all of the Borrower’s right, title, and interest now or hereafter existing in, to and under the following of the Borrower’s assets, whether now owned or existing or hereafter acquired, and wherever located (iwhether or not in the possession or control of the Borrower), and all proceeds of the foregoing: (I) all Accounts;
Receivables comprising the Receivable Pool; (iiII) the Related Assets in respect of the Receivable Pool; (III) the Collections in respect of the Receivable Pool; (IV) all Chattel Paper;
Transaction Documents; (iiiV) all Documents;
Contracts related to the Receivable Pool; (ivVI) the Sale Agreement and each Hedge Agreement and, in each case, all Equipment;
rights and remedies of the Borrower thereunder; (v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viiiVII) all other Goods;
assets in the Receivable Pool and Related Assets; (ixVIII) each Collection Account and the Payment Account; (IX) all Investment Property;
accounts, chattel paper, commercial tort claims, deposit accounts, documents, fixtures, general intangibles (x) all Letterincluding payment intangibles), goods (including equipment and inventory), instruments, investment property, letter-of-Credit Rights;
credit rights, letters of credit, money, as-extracted collateral, oil, gas and other minerals before extraction, software, supporting obligations, insurance policies and things in action; (xiX) all Commercial Tort Claims specifically described on Schedule III heretorights, as such schedule may be supplemented from time interests, remedies, and privileges of the Borrower relating to time pursuant any of the foregoing including the right to Section 3.04;
sue for past, present, or future infringement of any or all of the foregoing; and (xii) all books and records pertaining to the Article 9 Collateral; and
(xiiiXI) to the extent not otherwise included, all products and Proceeds (the terms in clauses (I) through (XI) not otherwise defined in this Agreement, as defined in the UCC) of the foregoing clauses (I) through (X) and all accessions to, substitutions and replacements for, and rents, profits, and products of any and all the of the foregoing (including insurance proceeds), and all Supporting Obligationsdistributions (whether in money, collateral security securities, or other property) and guarantees given by any Person collections from or with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit The parties hereto agree that this Agreement is not intended to constitute a novation or a termination of the Secured Parties at any time obligations under the Existing Purchase Agreement and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in created pursuant to the Article 9 Collateral granted Existing Purchase Agreement is hereby confirmed and is intended to continue and to secure the Borrower Obligations under this Agreement which amends and restates the Existing Purchase Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 2 contracts
Samples: Receivables Financing Agreement (ADT Inc.), Receivables Financing Agreement (ADT Inc.)
Security Interest. (a) As collateral security for the payment or performance, as the case may be, in full of the Secured ObligationsObligations (whether at stated maturity, by acceleration or otherwise), each Grantor hereby grants mortgages, pledges, hypothecates, grants, assigns and transfers to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, a lien on and a first priority security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Claims;
(xii) all books and records pertaining to the Article 9 Collateral;
(xiii) all Goods (including, without limitation, Fixtures) and other personal property not otherwise described above;
(xiv) the non-exclusive cable franchise referred to in that certain Decision and Order No. 352 issued by the Department of Commerce and Consumer Affairs of the State of Hawaii, dated June 24, 2011; and
(xiiixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes Notwithstanding the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file foregoing, no security interest shall be granted in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe any FCC License or Intellectual Property to the collateral covered thereby in any manner extent that the Administrative Agent reasonably determines is necessary Communications Act or advisable to ensure other applicable law prohibits the perfection granting of the a security interest therein or the grant of a security interest therein could result in the Article 9 Collateral granted under this Agreementcancellation, including indicating the Collateral as “all assets” voidance or invalidity of such Grantor or words of similar effectIntellectual Property, and (ii) contain any contract, General Intangible, Copyright License, Patent License or Trademark License (“Intangible Assets”), in each case to the information required extent the grant by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such relevant Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only this Agreement in such Grantor’s right, title and shall not subject the Administrative Agent or any other Secured Party to, or interest in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.such
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.), Credit Agreement (Hawaiian Telcom Holdco, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, each Grantor hereby grants to the Administrative Second Lien Notes Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets 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 interest, regardless of where located (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all General Intangibles, including all Intellectual Property;
(vivii) all Instruments;
(viiviii) all Inventory;
(viiiix) all other Goods;
(ixx) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xixii) all Commercial Tort Claims specifically described on Schedule III IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.043.04(c);
(xiixiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, to (A) any Excluded AssetAsset (including any Excluded Equity Interest), or (B) any asset owned by any Grantor that the Issuer and the Second Lien Notes Collateral Agent or, prior to the Disposition Date, the Controlling Party, in each case subject to and in accordance with Section 4.14(c) of the Indenture, shall have agreed in writing to exclude from being Article 9 Collateral on account of the cost of creating a security interest in such asset hereunder being excessive in view of the benefits to be obtained by the Secured Parties therefrom. It is understood that, to the extent the Security Interest shall not have attached to any such asset as a result of clauses (A) or (B) above, the term “Article 9 Collateral” shall not include any such asset; provided further provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of Excluded Assets shall not be subject to any of the preceding proviso foregoing (unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsproperty referred to in clauses (A) or (B)).
(b) Each Grantor hereby agrees to prepare and file or cause the filing of (at its own expense), and irrevocably authorizes the Administrative Second Lien Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file (at such Grantor’s expense), in any relevant U.S. jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and thereof, amendments thereto and continuation statements, as may be necessary in order to perfect or maintain the perfection of the Second Lien Collateral Agent’s security interest in the Collateral owned by such Grantor, that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is as may be necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this AgreementAgreement or as the Second Lien Notes Collateral Agent may reasonably request, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement statement, amendment or amendmentcontinuation statement, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Second Lien Notes Collateral Agent promptly upon request. The Administrative Each Grantor agrees to deliver a file-stamped copy of each such financing statement, amendment or continuation statement to the Second Lien Notes Collateral Agent.
(c) Each Grantor agrees to prepare and file or cause the filing of (at its own expense), and further authorizes the Second Lien Notes Collateral Agent is further authorized to file (at such Grantor’s expense), the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice in the United States, but not any office in any other country), as applicable, and any such additional documents pursuant to Section 3.05(b) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights registered or applied-for in the United States, granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Second Lien Notes Collateral Agent as secured partySecured Party. Each Grantor agrees to deliver a file-stamped copy of each such agreement, instrument or other evidence of filing to the Second Lien Notes Collateral Agent.
(cd) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Second Lien Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. Notwithstanding the grant of authority to the Second Lien Notes Collateral Agent to make the filings contemplated by this Section 3.01, in no event shall the Second Lien Notes Collateral Agent (or the Trustee) be obligated to prepare or file any initial financing statement, amendment thereto, continuation statement or any other instrument, agreement or document with the relevant U.S. jurisdiction, United States Patent and Trademark Office or United States Copyright Office (or any successor office), as applicable, to perfect or maintain the perfection of the security interest granted hereunder.
Appears in 2 contracts
Samples: Second Lien Collateral Agreement (Sotera Health Co), Second Lien Collateral Agreement (Sotera Health Topco, Inc.)
Security Interest. (a1) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper;
(iiic) all cash, Cash Equivalents and Deposit Accounts;
(d) all Documents;
(ive) all Equipment;
(vf) all General Intangibles, including all Intellectual Property;
(vig) all Goods
(h) all Instruments;
(viii) all Inventory;
(viii) all other Goods;
(ixj) all Investment Property;
(xk) all Letter-of-Letter of Credit Rights;
(xil) all Intellectual Property;
(m) all Commercial Tort Claims specifically Claims, including those described on Schedule III IV hereto, as such schedule may be supplemented ;
(n) each of the following:
(i) Securities Accounts;
(ii) Investment Property credited to Securities Accounts or Deposit Accounts from time to time pursuant to Section 3.04and all Security Entitlements in respect thereof;
(xiiiii) all cash held in any Securities Account or Deposit Account; and
(iv) all other Money in the possession of the Collateral Agent;
(o) all books and records Records pertaining to the Article 9 Collateral; and
(xiiip) to the extent not otherwise includedall proceeds, all Proceeds Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that none of “. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall Collateral will not include, this Agreement will not constitute a grant of a security interest in and in no event shall the Security Interest security interest granted hereunder will not attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b2) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral (including all Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including including:
(Aa) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor Grantor;
(if required) and (Bb) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; and
(c) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets”, whether now owned or hereafter acquired, or words of similar effect. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. .
(3) The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c4) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Grantor.
(5) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.any
Appears in 2 contracts
Samples: Term Loan Guarantee and Collateral Agreement (PET Acquisition LLC), Term Loan Guarantee and Collateral Agreement (PET Acquisition LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all Equipment;
(vi) all General Intangibles, including ;
(vii) all Instruments;
(viii) all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment PropertyGoods and Inventory;
(x) all Letter-of-Credit RightsInvestment Property including the Pledged Collateral;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Letters of Credit and Letter of Credit Rights;
(xii) all Commercial Tort Claims as described on Schedule 10 to any Perfection Certificate;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include) any of the following (collectively, “Excluded Property”): (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired to the extent the filing of a financing statement cannot perfect a security interest therein, (b) any Excluded Equity Interests, (c) any assets to the extent that, and for so long as, such grant of a security interest therein would violate applicable law or regulation or, in the case of assets acquired after the Closing Date, such grant of a security interest therein would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired after the Closing Date with Indebtedness of the type permitted pursuant to Section 6.01(i) of the Credit Agreement that is secured by a Permitted Lien) permitted by this Agreement, in each case, after giving effect to the Anti-Non-Assignment Clauses, (d) (1) any “intent to use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use application is converted to a “use in commerce” application pursuant to Section 1(c) of the Xxxxxx Act or an accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of Xxxxxx Act and (2) any other Intellectual Property in any jurisdiction where the grant of a security interest thereon would cause the invalidation or abandonment of such Intellectual Property under applicable law (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would violate the terms of such license, contract or agreement, or result in a breach of the terms of, or constitute a default under, any such license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the Anti-Non-Assignment Clauses or any other applicable law or regulation (including Title 11 of the United States Code) or principles of equity); provided that none that, immediately upon the ineffectiveness, lapse or termination of “Article 9 Collateral”any such provision, any other term defined in the preceding paragraph or any term defined by reference to the UCC Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in no event shall the Security Interest attach toeffect, (f) any Excluded Asset; provided further Equipment or other asset owned by any Pledgor that Proceeds, substitutions or replacements of Excluded Assets shall not be is subject to a purchase money lien or a Capital Lease Obligation, in each case, as permitted by the preceding proviso unless Credit Agreement, if the contract or other agreement in which such ProceedsLien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of any person other than a Pledgor or a Subsidiary of a Pledgor as a condition to the creation of any other security interest on such Equipment or asset and, substitutions in each case, such prohibition or replacements would themselves constitute Excluded Assetsrequirement is permitted by the Credit Agreement, (g) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, and (h) those assets as to which the Borrower shall reasonably determine (and the Administrative Agent shall agree in writing) that such assets shall be excluded from Collateral hereunder pursuant to the Agreed Security Principles.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments or continuations thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such Grantor Pledgor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Administrative Agent and to execute such financing statements promptly upon request. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Collateral as a perfected (to the extent required to be perfected under the Loan Documents) first priority security interest subject only to Permitted Liens and will file all UCC-3 continuation statements necessary to continue the perfection of the security interest created by this Agreement. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office, the Puerto Rico Trademark Office or and the United States Copyright Office (and any successor office or any successor officesimilar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing enforcing, protecting or protecting providing notices of the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Pledgor, without the signature of any Pledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Collateral Agreement (EVERTEC, Inc.), Collateral Agreement (EVERTEC, Inc.)
Security Interest. (a) As security for the payment or performanceperformance when due, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all Equipment;
(vi) all General Intangibles, including ;
(vii) all Instruments;
(viii) all Intellectual Property;
(vi) all Instruments;
(viiix) all Inventory;
(viii) all other Goods;
(ixx) all Investment Property;
(xxi) all Letter-of-Letter of Credit Rights;
(xixii) all Commercial Tort Claims specifically as described on Schedule III II hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xiixiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall
(a) any vehicle, (b) any assets, whether now owned or hereafter acquired, that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement, (c) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (d) any Equity Interests or debt securities excluded from the pledge made pursuant to Section 2.01 hereof, (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, that license, contract or agreement to which such Pledgor is a party (other than 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 New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided that none that, immediately upon the ineffectiveness, lapse or termination of “Article 9 Collateral”any such provision, any other term defined in the preceding paragraph or any term defined by reference to the UCC Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in no event shall the Security Interest attach toeffect, (f) any Excluded Asset; provided further Equipment or other asset owned by any Pledgor that Proceeds, substitutions or replacements of Excluded Assets shall not be is subject to a purchase money lien or a Capitalized Lease Obligation if the preceding proviso unless contract or other agreement in which such ProceedsLien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any person other than the Pledgors as a condition to the creation of any other security interest on such Equipment or (g) any intent-to-use United States trademark applications for which an amendment to alleged use or statement of use has not been filed under 15 U.S.C. §1051(c) or 15 U.S.C. §1051(d), substitutions respectively, or, if filed, has not been deemed in conformance with 15 U.S.C. §1051(a) or replacements would themselves constitute Excluded Assetsexamined and accepted by the United States Patent and Trademark Office.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such Grantor Pledgor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Pledgor, without the signature of any Pledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.
Appears in 2 contracts
Samples: Collateral Agreement, Collateral Agreement (Momentive Specialty Chemicals Inc.)
Security Interest. (a) As collateral security for the payment or performance, as the case may be, in full of the Secured Obligations, including any and all renewals or extensions thereof, each Grantor Pledgor hereby delivers, pledges, transfers and collaterally assigns to the Pledgee and grants to the Administrative Agent, its permitted successors and assignsPledgee, for the benefit of the Secured Parties, a first priority security interest (the “Security Interest”) in all of such GrantorPledgor’s right, title and interest in, in and to and under any and all of the following assets Pledged Shares (including, without limitation, the Pledged Shares described on Schedule I hereto), and all other Equity Interests of any kind or nature of all existing and future Subsidiaries of such Pledgor, now owned or at any hereafter acquired, whether such Equity Interests are certificated or uncertificated, and each of the notes, capital stock, and all other investment property, financial assets and general intangibles of such Pledgor related to the foregoing, including, without limitation, and subject to Section 7(b), the right to vote such Equity Interests, now owned, legally, beneficially or hereafter acquired, together with all proceeds of and additions to such Equity Interests from time hereafter acquired by such Grantor to time received, receivable or otherwise distributed in respect of or in which exchange for any or all of the foregoing, including all dividends, interest distributions, cash, warrants, rights, instruments and other property, except for cash dividends or other cash distributions to the extent permitted under Section 7(a); provided, however, that notwithstanding anything herein to the contrary, no Loan Party shall be required to pledge Equity Interests of any Excluded Subsidiary, to the extent such Grantor now Equity Interests carry more than 65% of the total combined voting power of any “first-tier” Excluded Subsidiary (as determined for purposes of Treasury Regulations Section 1.956-2(c)) unless such Excluded Subsidiary has guaranteed Indebtedness of the Borrower or at any time in of its Domestic Subsidiaries or pledged any of its assets or suffered a pledge of a greater percentage of its Equity Interests to secure Indebtedness of the future may acquire Borrower or any right, title or interest of its Domestic Subsidiaries (collectively, the “Article 9 Pledged Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets).
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 2 contracts
Samples: Pledge Agreement (Cambium Learning Group, Inc.), Pledge Agreement (Cambium Learning Group, Inc.)
Security Interest. (a) As Buyer and Sellers intend that all Transactions hereunder be sales to Buyer of the Purchased Loans for all purposes (other than for accounting and U.S. Federal, state and local income or franchise Tax purposes) and not loans from Buyer to Sellers secured by the Purchased Loans. Notwithstanding the foregoing, in order to preserve Buyer’s rights under this Agreement and the other Transaction Documents (i) in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and (ii) irrespective of any recharacterization determination, as security for both its performance and for the payment or performance, as the case may be, in full performance of the Secured Obligationsother Seller of all Obligations hereunder and under the Transaction Documents, each Grantor Seller hereby grants to the Administrative Buyer and Repo Agent, its permitted successors and assigns, for the benefit of the Secured PartiesBuyer and Repo Agent, a security interest (the “Security Interest”) in all of such GrantorSeller’s right, title and interest in, to and under any and all of the following assets under, in each case, whether now owned or at any time existing, or hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
arising: (i) all Accounts;
of the Purchased Loans, inclusive of any related Advances (including, for the avoidance of doubt, all security interests, mortgages and liens on personal or real property securing the Purchased Loans, inclusive of any related Advances), (ii) the Purchased Loan Documents and all Chattel Paper;
Records, (iii) all Documents;
related Servicing Rights and Servicing Records, (iv) each Collection Account and all Equipment;
amounts and property from time to time on deposit therein, (v) the Remittance Account and all General Intangiblesamounts and property from time to time on deposit therein, including all Intellectual Property;
(vi) all Instruments;
Income from the Purchased Loans, inclusive of any related Advances, (vii) all Inventory;
each deposit account established in connection with the Purchased Loans for the benefit of any Relevant Party pursuant to the related Servicing Agreements, (viii) all other Goods;
mortgage guarantees and insurance policies relating to any Purchased Loan or the related Mortgaged Property, and all proceeds thereunder, (ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto“general intangibles”, “accounts” and “chattel paper” as such schedule may be supplemented from time defined in the UCC relating to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of or constituting any and all of the foregoing items set forth in clauses (i) through (viii) above, (x) all replacements, substitutions or distributions on or proceeds, payments, cash, and profits of, and records and files relating to, any and all Supporting Obligationsof the foregoing items set forth in clauses (i) through (ix) above, collateral security (xi) the Disbursement Account established by the Disbursement Agent and guarantees given by Account Control Agreement, dated as of the Closing Date, among Sellers, Buyer and U.S. Bank National Association as Disbursement Agent, and all amounts and property from time to time on deposit therein and (xii) any Person other property, rights, titles or interests as are specified in a Confirmation, Trust Receipt, the Purchased Loan Schedule or Exception Report, in all instances whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the items set forth in clauses (i) through (xii) above, the “Repurchase Assets”). Each Seller hereby acknowledges and agrees that its rights with respect to any of the foregoing; provided that none of “Article 9 Collateral”Repurchase Assets (including, without limitation, any other term defined security interest it may have in the preceding paragraph or Purchased Loans and any term defined by reference other collateral granted to such Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the UCC shall include, rights of Buyer and in no event shall Repo Agent hereunder and under the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsother Transaction Documents.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with With respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral Repurchase Assets granted in Section 6(a), Buyer and Repo Agent shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and any other applicable law and shall have the right to apply the Repurchase Assets, or proceeds therefrom to the Obligations of each Seller under this AgreementAgreement and the other Transaction Documents. In furtherance of the foregoing, including indicating (i) Repo Agent, at the Collateral applicable Seller’s sole cost and expense, shall cause to be filed as a protective filing with respect to the Repurchase Assets and as a UCC filing with respect to the security interests granted in Section 6(c) one or more UCC financing statements in form satisfactory to Repo Agent (to be filed in the filing office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer and the security interest granted hereby and, in each case, continuation statements and any amendments thereto (collectively, the “all assets” Filings”), and shall forward copies of such Grantor or words of similar effectFilings to each Seller upon completion thereof, and (ii) contain the information required by Article 9 of the UCC each Seller shall, from time to time, at its own expense, deliver and cause to be duly filed all such further filings, instruments and documents and take all such further actions as may be necessary or the analogous legislation of each applicable jurisdiction for the filing of any financing statement desirable or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for requested by Buyer to maintain and continue the purpose perfection and priority of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting outright transfer of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors Purchased Loans and the Administrative security interest granted hereunder in the Repurchase Assets and the rights and remedies of Buyer and Repo Agent with respect to the Repurchase Assets (including the payments of any fees and Taxes required in connection with the execution and delivery of this Agreement). Each Seller hereby authorizes Repo Agent to file or cause to be filed such financing statement or statements relating to the Repurchase Assets and all proceeds thereof and any Servicing Rights of such Seller and the proceeds related thereto (including a financing statement describing the collateral as secured party“all assets of such Seller, whether now owned or hereafter acquired or arising, wherever located, together with all accessions thereto and proceeds thereof” or such other super-generic description thereof as Repo Agent may determine) without such Seller’s signature thereon as Repo Agent, at its option, may deem appropriate.
(c) The Security Interest For the avoidance of doubt, neither Seller retains economic rights to the servicing of the Servicing Released Purchased Loans and related Mortgaged Properties; provided that each Seller shall and shall cause each Servicer to continue to service the related Purchased Loans and Mortgaged Properties hereunder as part of its Obligations hereunder. As such, each Seller expressly acknowledges that the Servicing Retained Purchased Loans and related Mortgaged Properties are sold to Buyer on a “servicing retained” basis and the Servicing Released Purchased Loans and related Mortgaged Properties are sold to buyer on a “servicing released” basis, as applicable, and each Seller hereby grants, assigns and pledges to Buyer and Repo Agent a security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter Servicing Rights of such Seller and all proceeds related thereto and in all instances, whether now owned or modify, any obligation existing or liability of any Grantor with respect hereafter acquired or arising.
(d) The pledges set forth in clauses (a) and (c) are intended to constitute security agreements or arising out other arrangements or other credit enhancements related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(xi) of the CollateralBankruptcy Code.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Angel Oak Mortgage, Inc.), Master Repurchase Agreement (Angel Oak Mortgage, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured ObligationsObligations of such Grantor, including the Guaranty, each Grantor hereby pledges and collaterally assigns to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(iii) all Documents;
(iv) all EquipmentEquipment and Fixtures;
(v) all General Intangibles, including ;
(vi) all Goods;
(vii) all Instruments;
(viii) all Intellectual Property;
(viix) all InstrumentsIntellectual Property Licenses;
(viix) all Inventory;
(viii) all other Goods;
(ixxi) all Investment Property;
(xxii) all Money, cash and cash equivalents;
(xiii) all letters of credit, Letter-of-Credit RightsRights and other Supporting Obligations;
(xixiv) all Deposit Accounts, Securities Accounts, Commodities Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Grantor with any bank or other financial institution and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xv) all Security Entitlements in any or all of the foregoing;
(xvi) all Commercial Tort Claims specifically described on Schedule III hereto, 2 hereto (as such schedule may be supplemented from time to time pursuant to Section 3.043.03(j) hereof);
(xiixvii) all accessions to, substitutions and replacements for the foregoing, together with all, books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records pertaining related thereto and any General Intangibles at any time evidencing or relating to any of the Article 9 Collateralforegoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; and
(xiiixviii) to the extent not otherwise included, all Proceeds and products products, whether tangible or intangible, of any and all of the foregoing foregoing, including, without limitation, resulting from any rebates or refunds, whether for taxes or otherwise, and all Supporting Obligationsproceeds of such Proceeds, or any portion thereof or interest therein, and the proceeds thereof, and to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference notwithstanding anything to the UCC contrary in this Agreement, this Agreement shall include, and not constitute a grant of a security interest in no event shall the Security Interest attach to, any Excluded AssetProperty; provided further provided, however, that “Excluded Property” shall not include any Proceeds, substitutions or replacements of any Excluded Assets shall not be subject to the preceding proviso Property unless such Proceeds, substitutions or replacements would themselves independently constitute Excluded AssetsProperty.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect or being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if applicable, any organizational identification number or incorporation number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. .
(c) The Administrative Collateral Agent is further irrevocably authorized to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor officeoffice thereof) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing perfecting or protecting confirming the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor, with notice to each, but without the signature of any, Grantor (only if such signature cannot reasonably be obtained by the Collateral Agent), and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(cd) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Letter of Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III heretoClaims;
(1) Securities Accounts, as such schedule may be supplemented (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time pursuant to Section 3.04and all Security Entitlements in respect thereof, (3) all cash held any Securities Account or Deposit Account and (4) all other money in the possession of the Collateral Agent;
(xiixiii) all timber to be cut;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Equity Interests in any Subsidiary of either Issuer, (c) (i) the Bucksport Co-Gen Assets, (ii) the Excluded Minority Interests, (iii) any Equity Interests acquired after the Closing Date in a Person that none is not a Subsidiary if, and to the extent that, and for so long as, a grant of “Article 9 Collateral”a security interest in such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests (if such obligation exited at the time of acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests), and (iv) any assets acquired after the Closing Date, to the extent that, and for so long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness pursuant to Section 4.03(b)(iv) of the Indenture that is secured by a Permitted Lien), (d) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof, (e) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose or (f) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term defined in would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the preceding paragraph New York UCC or any term defined by reference to other applicable law (including, without limitation, Title 11 of the UCC United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetseffect.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filingsfilings and filings with respect to timber to be cut) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such Grantor Pledgor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Administrative Collateral Agent promptly upon request, including providing within 30 days of any reasonable request therefor legal descriptions of real property (other than real property subject to a mortgage in favor of the Collateral Agent) on which timber to be cut of such Pledgor is located. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral consisting of registered, issued or applied for such Pledgor constituting Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured partyCopyrights.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Collateral Agreement (Verso Sartell LLC), Collateral Agreement (Verso Paper Corp.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranteed Obligations, each Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) ): all Accounts;
(ii) ; all Chattel Paper;
(iii) ; all Documents;
(iv) ; all Equipment;
(v) ; all General Intangibles, including ; all Intellectual Property;
(vi) Goods; all Instruments;
(vii) ; all Inventory;
(viii) all other Goods;
(ix) ; all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) ; all books and records pertaining to the Article 9 Collateral; and
all Fixtures; all Letters of Credit and Letter-of-Credit Rights; all Intellectual Property; all Commercial Tort Claims listed on Schedule III and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); all cash and Cash Equivalents; all Deposit Accounts, Securities Accounts and Commodities Accounts; all agreements, including, without limitation, each and all of the Tax Equity Transaction Documents and all agreements or documents now existing or hereafter entered into by such Grantor relating to the acquisition, development, construction, supply, operation, maintenance or use and occupancy of any Project, including without limitation, all other instruments, agreements and documents executed and delivered with respect to such agreements, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof (xiiithe agreements described in this clause (xvii), collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor (x) to receive moneys due and to become due under or pursuant to the Assigned Agreements, to compel performance and otherwise to exercise all remedies thereunder, including, without limitation, all rights to make determinations, to exercise any election or option contained in such agreements (including, but not limited to, termination thereof), to give or receive any notice or consent, to demand and receive any property which is the subject of any of the Assigned Agreements, to file any claims and generally to take any action which (in the opinion of the Collateral Agent) may be necessary or advisable in connection with any of the foregoing; (y) to receive the proceeds of any claim for damages arising out of or for breach of any Assigned Agreement and proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements; and (z) to all of such Grantor’s right, title and interest in, to and under the Assigned Agreements; and to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”that, any other term defined in the preceding paragraph or any term defined by reference notwithstanding anything to the UCC contrary in this Agreement, this Agreement shall includenot constitute a collateral assignment of or a grant of a security interest in any Excluded Asset (but only for so long as any such assets remain Excluded Assets, and in no event if and when any asset shall the Security Interest attach to, any cease to be an Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets a Lien on and security interest in such asset shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) deemed granted therein). Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in indicate the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Vivint Solar, Inc.), Credit Agreement (Vivint Solar, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Collateral Agent, together with its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets 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 interest, regardless of where located (collectively, the “Article 9 Collateral”but in all cases excluding any Excluded Assets):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all General Intangibles, including all Intellectual Property;
(vivii) all InstrumentsInstruments and Promissory notes;
(viiviii) all Inventory;
(viiiix) all other Goods;
(ixx) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xixii) all cash and Moneys;
(xiii) all Securities Accounts;
(xiv) all Commercial Tort Claims specifically described on Schedule III IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.043.04(c);
(xiixv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) to the extent not otherwise included, all Proceeds Proceeds, substitutions, replacements and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none foregoing (all of the above in this Section 3.01, the “Article 9 Collateral”, any other ). It is understood that the term defined in the preceding paragraph or any term defined by reference to the UCC “Article 9 Collateral” shall include, and in no event shall the Security Interest attach to, not include any Excluded Asset; provided further provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of Excluded Assets shall not be subject to any of the preceding proviso foregoing (unless such Proceeds, substitutions or replacements would themselves constitute an Excluded AssetsAsset).
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant U.S. jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents any Copyright Security Agreement, Patent Security Agreement or Trademark Security Agreement, as applicable, as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registeredissued, issued registered or applied for United States Patents, United States Trademarks or United States Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors debtor and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 2 contracts
Samples: Second Lien Collateral Agreement (Franchise Group, Inc.), First Lien Collateral Agreement (Franchise Group, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all EquipmentDeposit Accounts;
(v) all General Intangibles, including all Intellectual PropertyDocuments;
(vi) all InstrumentsEquipment;
(vii) all InventoryGeneral Intangibles;
(viii) all other Goods;
(ix) all Investment PropertyInstruments;
(x) all Letter-of-Credit RightsInventory;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets).
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon any reasonable request. The Administrative Agent is further authorized to Each Grantor shall file with on behalf of the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable Collateral Agent, for the purpose benefit of perfectingthe Secured Parties, confirming, continuing, enforcing or protecting any financing statements in the Security Interest relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured partyhereunder.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Pledge and Security Agreement (Sabre Corp), Pledge and Security Agreement (Sabre Corp)
Security Interest. (a) As If, notwithstanding the intent of the parties stated in Section 2.01(c), the sale, assignment and transfer of any Sold Assets to the Administrative Agent (for the ratable benefit of the Purchasers) hereunder (including pursuant to Section 2.01(b)) is not treated as a sale for all purposes (except as provided in Sections 2.01(d) and 12.11), then such sale, assignment and transfer of such Sold Assets shall be treated as the grant of a security interest by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) to secure the payment and performance of all the Seller’s obligations to the Administrative Agent, the Purchasers and the other Secured Parties hereunder and under the other Transaction Documents (including all Seller Obligations). Therefore, as security for the payment or performanceperformance by the Seller of all the terms, as covenants and agreements on the case may be, in full part of the Secured Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Yield and all other Seller Obligations, each Grantor the Seller hereby grants to the Administrative Agent, Agent for its permitted successors benefit and assigns, for the ratable benefit of the Secured Parties, a continuing first priority security interest (the “Security Interest”) in in, all of such Grantorthe Seller’s right, title and interest in, to and under any and all of the following assets Sold Assets, whether now owned or at any time hereafter acquired by such Grantor owned, existing or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetshereafter arising.
(b) Each Grantor hereby irrevocably authorizes the The Administrative Agent (for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filingsParties) and continuation statements shall have, with respect to all the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effectSold Assets, and (ii) contain in addition to all the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization other rights and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information remedies available to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose benefit of perfectingthe Secured Parties), confirming, continuing, enforcing or protecting all the Security Interest in Article 9 Collateral consisting rights and remedies of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming a secured party under any Grantor or the Grantors as debtors and the Administrative Agent as secured partyapplicable UCC.
(c) The Security Interest and For the avoidance of doubt, (i) the grant of security interest granted pursuant to Article II are granted as security only this Section 2.07 shall be in addition to, and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 2.08, (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any obligation security interest), obligations or liability liabilities of any Grantor with respect party under this Section 2.07, and (iii) subject to or arising out the foregoing clauses (i) and (ii), this Section 2.07 shall not be construed to contradict the intentions of the Collateralparties set forth in Section 2.01(c).
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Kinetik Holdings Inc.), Receivables Purchase Agreement (Mativ Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations (and, to the extent provided in Section 6.01, the Existing Senior Note Obligations), each Grantor hereby grants assigns and pledges to the Administrative First-Lien Collateral Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured PartiesParties (and, to the extent provided in Section 6.01, for the equal and ratable benefit of the Existing Senior Note Holders), and hereby grants to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 6.01, for the equal and ratable benefit of the Existing Senior Note Holders), a security interest (the “Security Interest”) ), in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (but excluding any Excluded Collateral, collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) the Cash Collateral Account and all cash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) all Commercial Tort Claims;
(iv) all Chattel Paper;
(iiiv) all Documents;
(ivvi) all Equipment;
(vvii) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xxii) all Intellectual Property;
(xiii) all Letter-of-Credit Rights;
(xixiv) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Pledged Collateral;
(xiixv) all books and records pertaining to the Article 9 Collateral;
(xvi) all Supporting Obligations; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that none of “Article 9 Collateral”. Notwithstanding the foregoing, any other term defined in the preceding paragraph or any term defined by reference Collateral shall include cash, cash equivalents and securities to the UCC shall includeextent the same constitute Proceeds and products of any item set forth in clauses (i) through (xvii) above, and but in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not control agreements be subject required to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsbe obtained in respect thereof.
(b) Each Grantor hereby irrevocably authorizes the Administrative First-Lien Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ax) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (By) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative First-Lien Collateral Agent promptly upon written request. The Administrative First-Lien Collateral Agent agrees, upon request by the US Borrower and at its expense, to furnish copies of such filings to the US Borrower.
(c) The First-Lien Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative First-Lien Collateral Agent as secured party. The First-Lien Collateral Agent agrees, upon request by the US Borrower and at its expense, to furnish copies of such filings to the US Borrower.
(cd) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and and, except as otherwise required by applicable law, shall not subject the Administrative First-Lien Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. Nothing contained in this Agreement shall be construed to make the First-Lien Collateral Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, neither the First-Lien Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the First-Lien Collateral Agent shall become the owner of Pledged Collateral consisting of a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the First-Lien Collateral Agent, any other Secured Party, any Grantor and/or any other Person.
Appears in 2 contracts
Samples: First Lien Guarantee and Collateral Agreement (Univision Holdings, Inc.), Credit Agreement (Univision Communications Inc)
Security Interest. The Loan shall be evidenced by the Note and secured by the following, all dated and delivered as of the Closing Date:
(a) As security for that certain Limited Liability Company Membership Interest Pledge Agreement given by Holdings to Lender constituting a perfected pledge and assignment of all of Holdings’ membership interests in the payment or performanceBorrower and all of Holdings rights to receive Distributions from the Borrower (together with any Amendments thereto, as the case may be“Holdings Pledge Agreement”);
(b) that certain Limited Liability Company Membership Interest Pledge Agreement given by Borrower to Lender constituting a perfected pledge and assignment of all of its membership interests in 00 Xxxx Xxxxxx Xxxxx L.L.C., the owner of 00 Xxxx Xxxxxx Xxxxx (“77 West Xxxxxx”), Prime Group Management, L.L.C. and all of Borrower’s rights to receive Distributions from 00 Xxxx Xxxxxx Xxxxx L.L.C., 000 Xxxxx Xxxx. Mezzanine, L.L.C., and 000 Xxxxxx Xxxx., L.L.C. (together with any Amendments thereto, the “77 West Xxxxxx Pledge Agreement”);
(c) that certain Limited Liability Company Membership Interest Pledge Agreement given by 000 Xxxxx Xxxx. Mezzanine, L.L.C. to Lender constituting a perfected pledge and assignment of 49% of its membership interests in full 000 Xxxxx Xxxx., L.L.C., the owner of 000-000 Xxxxx Xxxx. (“Xxxxx”) (together with any Amendments thereto, the Secured Obligations“Xxxxx Pledge Agreement”);
(d) that certain First Mortgage and Assignment of Rents and Leases and Assignment of Contracts given by 000 Xxxxxx Xxxx., each Grantor hereby grants L.L.C. to Lender constituting a first mortgage on The Atrium Building (“Atrium”) located at 000 Xxxxxx Xxxxxxxxx, Naperville, Illinois (together with any Amendments thereto, the Administrative Agent“Atrium Mortgage”);
(e) that certain Collateral Assignment of Mortgage given by Borrower to Lender of its existing Second Mortgage on Continental Towers (“Continental Towers”) located at 0000 Xxxx Xxxx Xxxx, its permitted successors Xxxxxxx Xxxxxxx, Xxxxxxxx (together with any Amendments thereto, the “Continental Towers Assignment”);
(f) that certain Subordination Agreement given by Prime Group Management, L.L.C., Prime Group Realty, L.P. and assignsPrime Group Realty Services, for the benefit of the Secured Parties, a security interest Inc. (the “Security InterestManagement Companies”) in all of such Grantor’s right, title and interest in, to and under any and all subordinating the claims of the following assets now owned or at Management Companies under their management agreements with the Subsidiary Pledgors and the Borrower to the claims of the Lender under and in connection with this Agreement (together with any time hereafter acquired Amendments thereto, the “Management Subordination Agreement”);
(g) that certain Deposit Account Agreement executed by such Grantor or in which such Grantor now has or at any time each of the Loan Parties to Lender substantially in the future may acquire form of Exhibit K attached hereto (together with any rightAmendments thereto, title or interest (collectively, the “Article 9 CollateralDeposit Account Agreement”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral); and
(xiiih) UCC-1 financing statements executed by each of Borrower, Holdings, and the applicable Subsidiary Pledgors covering their respective membership interests pledged pursuant to their respective Pledge Agreements (dated and filed of record prior to the extent not otherwise includedClosing Date, all Proceeds the “Financing Statements”). The Pledge Agreements, the Atrium Mortgage, the Continental Towers Assignment, the Financing Statements and products of the Deposit Account Agreement, together with any and all of other assignments, pledges, documents, and agreements now or hereafter executed in connection herewith and evidencing or securing the foregoing Loan and all Supporting Obligations, collateral security and guarantees given by any Person with respect amendments to any of the foregoing; provided that none foregoing are referred to herein collectively as the “Security Documents”. The property assigned, pledged, transferred and/or encumbered by the Security Documents together with any and all other property securing payment and/or performance by one or more of the Loan Parties of the Obligations is referred to herein collectively as the “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent Amended and Restated Tax Indemnity Agreement is further authorized not being assigned to file Lender as collateral and is not being transferred to Borrower and all liability thereunder will remain with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfectingPrime Group Realty, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.L.P.
Appears in 2 contracts
Samples: Loan Agreement (Prime Group Realty Trust), Loan Agreement (Prime Group Realty Trust)
Security Interest. (a) As Each Grantor, as security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accountsaccounts (including accounts receivable and healthcare insurance receivables);
(ii) all Chattel Paperchattel paper (whether tangible or electronic);
(iii) all Documentscash, money and deposit accounts;
(iv) all Equipmentdocuments (including electronic documents);
(v) all General Intangibles, goods (including all Intellectual Propertyequipment, fixtures and any accessions thereto);
(vi) all InstrumentsGeneral Intangibles;
(vii) all Inventoryinstruments (including promissory notes);
(viii) all other Goodsinventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rightsinsurance claims and proceeds;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04letter-of-credit rights;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds proceeds, supporting obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor Grantor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Administrative Agent, including describing such property as “all assets” or “all property”. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or and the United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto with respect to the Article 9 Collateral or any part thereof naming any Grantor as debtor or the Grantors as debtors and the Administrative Agent as secured party, if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 2 contracts
Samples: Collateral Agreement (Sra International Inc), Credit Agreement (Sra International Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Obligor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Obligor or in which such Grantor Obligor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperAs-Extracted Collateral;
(iii) all DocumentsChattel Paper;
(iv) all Equipmentcash and Deposit Accounts;
(v) all General Intangibles, including all Intellectual PropertyDocuments;
(vi) all InstrumentsEquipment and Goods;
(vii) all InventoryFixtures;
(viii) all other GoodsGeneral Intangibles and Intellectual Property;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xxii) all Letter-of-Credit Rights;
(xixiii) all Commercial Tort Claims specifically described with specification on Schedule III hereto, V hereto (as such schedule Schedule may be amended or supplemented from time to time pursuant to Section 3.04time);
(xiixiv) all books and records pertaining to the Article 9 Collateral; and
(xiiixv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided provided, however, that none the foregoing assignment, pledge and grant of “Article 9 Collateral”a security interest shall be deemed not to assign, pledge and grant a security interest in (a) any other term defined Letter of Credit Rights to the extent any Obligor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (b) 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 such intent-to-use trademark applications under applicable federal law, or (c) motor vehicles the perfection of a security interest in which is excluded from the UCC in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Assetrelevant jurisdiction; provided further that Proceedsthe foregoing assignment, substitutions or replacements pledge and grant of a security interest shall be deemed not to assign, pledge and grant a security interest in Excluded Assets shall or any assets not required to be subject pledged pursuant to Section 5.10 of the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsCredit Agreement.
(b) Each Grantor Obligor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) ), continuation statements, or other filings and continuation statements recordings, and hereby ratifies any and all such filings made prior to the date hereof, with respect to the Article 9 Collateral and any other collateral pledged hereunder or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, or such other information as may be required under applicable law, including (Ai) whether such Grantor Obligor is an organization, the type of organization and any organizational identification number issued to such Grantor Obligor, (if required) and (Bii) in the case of a financing statement filed as a fixture filingFixtures and As-Extracted Collateral, a sufficient description of the real property to which such Article 9 Collateral relates, and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the Security Interest in the Article 9 Collateral or other collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Obligor agrees to provide such information to the Administrative Collateral Agent promptly upon requestspecific request therefor. The Administrative Each Obligor hereby further irrevocably authorizes the Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Obligor without the signature of any Obligor, and naming any Grantor Obligor or the Grantors Obligors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Obligor with respect to or arising out of the Article 9 Collateral.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Massey Energy Co), Guarantee and Collateral Agreement (Alpha Natural Resources, Inc.)
Security Interest. (a) As a)As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual PropertyIntangibles and Permits;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other GoodsIntellectual Property Collateral;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Goods and Fixtures;
(xii) all Letter-of-Credit Rights;
(xixiii) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04time;
(xiixiv) the Cash Collateral Account (and all cash, securities and other investments deposited therein);
(xv) all books and records pertaining to Supporting Obligations;
(xvi) all Security Entitlements in any or all of the Article 9 Collateralforegoing; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.;
(bi) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby Owned Trademarks, applications in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office to register Owned Trademarks or service marks on the basis of any Grantor’s “intent to use” such Owned Trademarks or service marks will not be deemed to be Collateral unless and until a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted in the United States Copyright Office (or any successor office) Patent and Trademark Office, whereupon such documents as may application shall be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and automatically subject to the security interest granted pursuant herein and deemed to Article II are granted as security only be included in the Collateral and (ii) that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles or other assets subject to certificates of title the perfection of a security interest in which is excluded from the New York UCC in the relevant jurisdiction, (B) any Equity Interests other than Pledged Equity, (C) any Equipment that is subject to a purchase money lien or a capital lease permitted under the Credit Agreement to the extent the documents relating to such purchase money lien or capital lease validly prohibits such Equipment to be subject to the Security Interest created hereby, (D) any specifically identified asset with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest is excessive in view of the benefits to be obtained by the Lenders, (E) any General Intangible, Investment Property, Accounts, Intellectual Property Collateral, promissory notes, chattel paper, Permit or other such rights of a Grantor arising under any contract, lease, instrument, license, or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of, or result in the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor in, such General Intangible, Investment Property, Accounts, Intellectual Property Collateral, promissory notes, chattel paper, Permit or other such rights in favor of a third party or under any law, regulation, permit, order, judgment or decree of any Governmental Authority and such contractual restriction is otherwise not restricted by the Credit Agreement, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other Secured Party toparty in respect of any such contract, lease, instrument, franchise, permit, license or other document relating to any such General Intangible, Investment Property, Intellectual Property Collateral, Accounts, promissory notes, chattel paper, Permit or other such rights of a Grantor or give any other party the right to terminate its obligations or such Grantor’s rights under such contract, lease, instrument, franchise, permit, license or other document (whether expressly in such document or otherwise under applicable law) to the extent that such right is not restricted by the Credit Agreement, provided however, that the limitation set forth in clause (E)above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any way alter such Collateral to the extent that an otherwise applicable prohibition or modifyrestriction on such grant is rendered ineffective by any applicable law, including the New York UCC and provided further that the Proceeds from any obligation such contract, lease, instrument or liability other document shall not be excluded from the definition of Article 9 Collateral or (G) Margin Stock unless the applicable requirements of Regulations T, U, and X of the Board of Governors of the Federal Reserve have been satisfied. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any Grantor such required consent that is reasonably obtainable with respect to or arising out of Collateral which the CollateralAdministrative Agent reasonably determines to be material.
Appears in 2 contracts
Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Osi Restaurant Partners, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all EquipmentLetters of Credit and Letter-of-Credit Rights;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Money and Deposit Accounts; and
(xiiixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided provided, that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (and the term “Collateral” shall not include) (A) any vehicle covered by a certificate of title or ownership, (B) any Equity Interest excluded from the pledge made pursuant to Article 9 Collateral”II hereunder pursuant to clauses (A) through (G) of Section 2.01, (C) any asset with respect to which the Administrative Agent determines (with an acknowledgement to the U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a security interest in such asset is excessive in view of the benefits to be obtained by the Lenders, (D) any Equipment owned by any Grantor that is subject to a purchase money lien or a Capitalized Lease permitted by the Credit Agreement if the contract or other agreement in which such Encumbrance is granted (or the documentation providing for such Capitalized Lease) prohibits or requires the consent of any person other than the U.S. Borrower or any Subsidiary as a condition to the creation of any other term defined in security interest on such Equipment, (E) any assets with respect to which a security interest is not required to be granted under Section 6.11 of the preceding paragraph Credit Agreement by reason of the second sentence of Section 6.11(b) or of Section 6.11(d) of the Credit Agreement, (F) any term defined by reference Letter of Credit or Letter of Credit Rights to the UCC extent any Grantor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, or (G) any General Intangible, Investment Property or rights of a Grantor arising under any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall includehave been obtained (for the avoidance of doubt, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets restrictions described herein shall not be subject include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided however, that the limitation set forth in clause (G) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the preceding proviso unless extent that an otherwise applicable prohibition or restriction on such Proceedsgrant is rendered ineffective by any applicable law, substitutions including the UCC. Each Grantor shall, if requested to do so by the Administrative Agent or replacements would themselves constitute Excluded Assetsthe Collateral Agent, use commercially reasonably efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent or the Collateral Agent reasonably determines to be material.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
Appears in 2 contracts
Samples: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Global Media USA, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, performance in full when due of the Secured Obligations, including each Guarantee of the Secured Obligations made pursuant to Article 10 of the Indenture, each Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired directly owned 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 “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsFixtures;
(vii) all InventoryGeneral Intangibles;
(viii) all other Intellectual Property, including all claims for, and rights to xxx for, past or future infringements of Intellectual Property, and all income, royalties, damages and payments now or hereafter due or payable with respect to Intellectual Property;
(ix) all Goods;
(ixx) all Instruments;
(xi) all Inventory;
(xii) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xiixiii) all books and records pertaining to the Article 9 Collateral;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Money; and
(xiiixvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (and the terms “Collateral” and “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets ” shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute include) any Excluded Assets.
(b) The Issuer agrees to prepare and file such financing statements in any relevant jurisdiction as are necessary to establish and maintain a valid, enforceable and perfected security interest in the Collateral. Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time time, but without obligation, to file in any relevant jurisdiction any financing statements (including fixture filingsFixture filings with respect to any Fixtures associated with Material Real Property that is subject to a Mortgage) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assetsassets of the Debtor, whether now owned or hereafter acquired” of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ax) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (By) in the case of a financing statement filed as a fixture Fixture filing, a sufficient description of the real property Material Real Property subject to a Mortgage to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon any reasonable request. The Administrative Issuer shall provide reasonable written notice to the Collateral Agent is further authorized to file with of all such filings made by it on or about the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be date hereof, and, reasonably necessary or advisable for promptly thereafter, the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors Issuer and the Administrative Agent Collateral Agent, as secured partyapplicable, shall provide reasonable written notice to the other party of any subsequent filings or amendments, supplements or terminations of existing filings, made from time to time thereafter and, in each case, shall provide to such other party file-stamped copies thereof within a reasonable time following receipt thereof.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Pledge and Security Agreement (CF Industries Holdings, Inc.), Pledge and Security Agreement (CF Industries Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all EquipmentDeposit Accounts;
(v) all General Intangibles, including all Intellectual PropertyDocuments;
(vi) all InstrumentsEquipment;
(vii) all InventoryFixtures;
(viii) all other General Intangibles;
(ix) all Goods;
(ixx) all Instruments;
(xi) all Inventory;
(xii) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xiixiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of “Article 9 Collateral”, a security interest in any other term defined in the preceding paragraph Excluded Asset or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsSecurity.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 2 contracts
Samples: Pledge and Security Agreement (LVB Acquisition, Inc.), Pledge and Security Agreement (Biolectron, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby mortgages and pledges to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) ): all Accounts;
(ii) ; all Chattel Paper;
(iii) ; all Commercial Tort Claims described in Schedule II as supplemented from time to time; all Documents;
(iv) ; all Equipment;
(v) Equipment and Fixtures; all General Intangibles, including ; all Goods; all Instruments; all Intellectual Property;
(vi) all Instruments;
(vii) ; all Inventory;
(viii) all other Goods;
(ix) ; all Investment Property;
(x) ; all Letters of Credit and Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) ; all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing foregoing, all supporting obligations and all Supporting Obligations, other collateral security and guarantees given by any Person with respect to any of the foregoing; and provided that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Property; provided, however, that “Article 9 Collateral”Excluded Property” shall not include any Proceeds (including, for the avoidance of doubt, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that ProceedsProceeds constituting cash), substitutions or replacements of any Excluded Assets shall not be subject to the preceding proviso Property unless such Proceeds, substitutions or replacements would themselves independently constitute Excluded Assets.
(b) Property. Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments (including continuations) thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect or being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if applicable, any organizational identification number or incorporation number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Collateral Agent is further irrevocably authorized to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor officeoffice thereof) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing perfecting or protecting confirming the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor, with notice to each, but without the signature of any, Grantor (only if such signature cannot reasonably be obtained by the Collateral Agent and each Grantor hereby agrees to provide such signatures upon request of the Collateral Agent), and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all EquipmentDeposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all Fixtures;
(viii) all General Intangibles, including Intangibles and all Intellectual Property;
(viix) all Goods;
(x) all Instruments;
(viixi) all Inventory;
(viii) all other Goods;
(ixxii) all Investment Property;
(xxiii) all Letter-of-Credit RightsPledged Securities;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xiixiv) all books and records pertaining to the Article 9 Collateral;
(xv) all Letters of Credit and Letter-of-Credit Rights;
(xvi) all Money; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (and the term “Article 9 Collateral”” shall not include) any Excluded Assets, any other term defined and, subject to Section 3.03(f)(vi), the Excluded Patents (provided that all Proceeds of the Excluded Patents are included in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsCollateral).
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assetsassets of the Debtor, whether now owned or hereafter acquired” of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantor as debtors and the Collateral Agent as secured party.
(e) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required (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 Uniform Commercial Code of the relevant State(s) (excluding fixture filings in respect of anything other than Real Property required to be subject to a Mortgage pursuant to the Loan Documents), (B) filings in United States government offices with respect to Intellectual Property as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments or Pledged Securities as expressly required elsewhere herein or(D) other methods expressly provided herein, (ii) to enter into any deposit account control agreement or securities account control agreement with respect to any deposit account or securities account, (iii) to take any action (other than the actions listed in clause (i)(A), and (C) above) with respect to any assets located outside of the United States or (iv) to perfect in any assets subject to a certificate of title statute.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may beapplicable, in full of the Secured Note Obligations, each Grantor hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets 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 in or to any and all personal property and fixtures of such Grantor of every kind and description, tangible or intangible, whether now or hereafter existing, whether now owned or hereafter acquired, and wherever located (collectively, the “Article 9 Collateral”):), including, but not limited to, the following:
(i) all AccountsInventory;
(ii) all Chattel Paperfurniture, fixtures and similar property;
(iii) all Documentsmachinery and equipment;
(iv) all EquipmentAccounts and Accounts Receivable;
(v) all General Intangibles, including all Intellectual Propertygoods;
(vi) all Instrumentsdocuments and instruments, including all letter of credit rights;
(vii) all Inventorychattel paper;
(viii) all other Goodscontract rights of every kind and nature whatsoever, including, without limitation, all rights of the Grantor as a bailee;
(ix) all Investment Propertyother rights of such Grantor to the payment of money, including without limitation amounts due from franchisees, Affiliates or Subsidiaries, bailors, tax refunds, payment intangibles, and insurance proceeds;
(x) any and all Letter-of-Credit Rightsrights such Grantor may have pursuant to a bailee’s lien;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, interests of such Grantor in goods as such schedule may be supplemented from time to time pursuant to Section 3.04which an Account or Account Receivable shall have arisen;
(xii) all books files, records (including without limitation computer programs, tapes and records related electronic data processing software) and writings of such Grantor or in which such Grantor has an interest in any way relating to the foregoing property;
(xiii) all goods, instruments (including promissory notes), documents of title, policies and certificates of insurance, securities, investment property, chattel paper (whether tangible or electronic), letter of credit rights (whether or not endorsed by a writing), deposits, deposit accounts, commercial tort claims, cash or other property owned by such Grantor or in which such Grantor has an interest which are now or may hereafter be in the possession of the Collateral Agent or as to which the Collateral Agent may now or hereafter control possession by documents of title or otherwise;
(xiv) all general intangibles of such Grantor (including without limitation all Intellectual Property and applications for any of the foregoing);
(xv) all goodwill connected with the use of and symbolized by Trademarks of the Grantor;
(xvi) all rights to use Intellectual Property of any person;
(xvii) all and any rights of such Grantor to retrieval from third parties of electronically processed and recorded information pertaining to any of the Article 9 Collateraltypes of collateral referred to herein);
(xviii) any other property of such Grantor, real or personal, tangible or intangible, in which the Collateral Agent now has or hereafter acquires a security interest or which is now or may hereafter be in the possession of the Collateral Agent;
(xix) any sums at any time credited by or due from any Secured Party to such Grantor, including deposits; and
(xiiixx) to the extent not otherwise included, all Proceeds proceeds and products of any and accessions to all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of foregoing. Notwithstanding the foregoing; provided that none of “, the Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets Collateral shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe naming each Grantor as debtor and the collateral covered thereby in any manner that Collateral Agent as secured party and indicating therein the Administrative Agent reasonably determines is necessary types or advisable to ensure describing the perfection items of the security interest in the Article 9 Collateral granted under this Agreement, including indicating herein specified or describing the Collateral as “all assets” of such Grantor or “all personal property” (or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon requestGrantor. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights security interest granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c) Each Grantor shall take all steps reasonably requested by the Collateral Agent and required hereunder or under applicable Law to protect and maintain the security interest of the Collateral Agent in the Collateral (and the perfection of such security interest), including taking such steps as the Collateral Agent may reasonably request for the Collateral Agent (i) to the extent required by Section 4.04 hereof, to obtain “control” of any investment property, deposit accounts, letter of credit rights or electronic chattel paper, with any agreements establishing control to be in form and substance satisfactory to the Collateral Agent, and (ii) otherwise to insure the continued perfection of the Collateral Agent’s security interest in any of the Collateral and of the preservation of its rights therein.
(d) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any Holder or other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 1 contract
Security Interest. (a) Notwithstanding the amendment and restatement of the Original Credit Agreement on the Third Amendment Effective Date pursuant to the Credit Agreement or any other Third Amendment Transactions, each Existing Grantor hereby confirms that the Existing Collateral Agreement and all Article 9 Collateral (as defined therein) encumbered thereby will continue to secure, to the fullest extent permitted under applicable law and as contemplated by this Agreement, the payment or performance, as the case may be, in full of the Secured Obligations, whether now or hereafter existing under or in respect of the Credit Agreement or any other Loan Document. The Grantors also hereby amend and restate their grant of security interest in its entirety as set forth in Section 3.01(b) below.
(b) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.043.04(d);
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to (A) any general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise, to which a Grantor is a party or any of its rights or interests thereunder if, to the extent and for so long as the grant of such security interest shall constitute or result in a breach of or a default under, or creates an enforceable right of termination in favor of any party (other than any Loan Party) to, such general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise (other than to the extent that any such term would be rendered ineffective, or is otherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable Requirement of Law); provided that, to the extent severable, the Security Interest shall attach immediately to any portion of such general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise that does not result in any such breach, termination or default, including any Proceeds of such general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise; (B) any motor vehicle or other asset covered by a certificate of title or ownership, whether now owned or hereafter acquired, the perfection of which is excluded from the UCC in the relevant jurisdiction; (C) any asset owned by any Grantor that is subject to a Lien of the type permitted by Section 6.02(iv) of the Credit Agreement (whether or not incurred pursuant to such Section) or a Lien permitted by Section 6.02(xi) of the Credit Agreement, in each case if, to the extent and for so long as the grant of a Lien thereon hereunder to secure the Secured Obligations constitutes a breach of or a default under, or creates a right of termination in favor of any party (other than any Loan Party) to, any Excluded Assetagreement pursuant to which such Lien has been created; provided further that the Security Interest shall attach immediately to any such asset (x) at the time the provision of such agreement containing such restriction ceases to be in effect and (y) to the extent any such breach or default is not rendered ineffective by, or is otherwise unenforceable pursuant to the UCC or any other applicable Requirement of Law; (D) any asset owned by any Grantor with respect to which Borrower, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the creation of such security interest in such asset hereunder would result in adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been determined by Borrower to be material to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries; (E) any asset owned by any Grantor if, to the extent and for so long as the grant of such security interest in such asset shall be prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law); provided that the Security Interest shall attach immediately to such asset at such time as such prohibition ceases to be in effect; (F) any asset owned by any Grantor that the Borrower and the Administrative Agent shall have agreed in writing to exclude from being Article 9 Collateral on account of the cost of creating a security interest in such asset hereunder (including any adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom; (G) any intent-to-use trademark applications filed in the United States Patent and Trademark Office, pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. Section 1051, prior to the accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the Xxxxxx Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the Xxxxxx Act; (H) any leasehold interest in real property; (I) the deposit account listed on Schedule 6.02 of the Credit Agreement constituting cash collateral for the Xxxxx Fargo Note described (and as defined) on Schedule 6.01 of the Credit Agreement to the extent used solely for such purpose and not commingled with any other funds; and (J) the Excluded Equity Interests (it being understood that, to the extent the Security Interest shall not have attached to any such asset as a result of clauses (A) through (J) above, the term “Article 9 Collateral” shall not include any such asset); provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of Excluded Assets shall not be subject to any of the preceding proviso foregoing (unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsproperty referred to in clauses (A) through (J)).
(bc) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if available, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(cd) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 1 contract
Samples: Collateral Agreement (Endurance International Group Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants assigns and pledges to the Administrative Collateral Agent, its permitted successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”) "), in all of such Grantor’s right, title and or interest in, to and under any and all of the following assets 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 in the following (collectively, the “Article 9 "Collateral”"):
(i) all AccountsAccounts (excluding Excluded Accounts Receivables);
(ii) all Chattel Paper;
(iii) all DocumentsInventory;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiiiv) to the extent not otherwise included, all Proceeds (excluding Excluded Accounts Receivable) and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit Collateral Agent, in accordance with Section 3A.02 of the Secured Parties 364-Day Credit Agreement and Section 3A.02 of the 5-Year Credit Agreement and, after the dates specified therein, at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such the Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each The Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Supervalu Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s its right, title and or interest in, in or to and under any and all of the following assets and properties whether now owned existing or at any hereafter arising or acquired from time hereafter acquired by such Grantor or in which such Grantor now has or at any to time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual Property;
(vi) all InstrumentsGoods (including, without limitation, Inventory and Equipment);
(vii) all InventoryInstruments;
(viii) all other Goodsinsurance;
(ix) all Investment Intellectual Property;
(x) all Investment Property;
(xi) Letter-of-Credit Rights;
(xixii) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Money;
(xiixiii) all books Cash Collateral Accounts, and records pertaining all cash, securities and other investments deposited therein;
(xiv) all Receivables;
(xv) all Supporting Obligations;
(xvi) all Security Entitlements in any or all of the foregoing;
(xvii) 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 contain information relating to any of the Article 9 CollateralCollateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(xiiixviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided provided, however, that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference notwithstanding anything herein to the UCC shall includecontrary, and in no event shall the Article 9 Collateral (including, for the avoidance of doubt, any component definition thereof) include, nor the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets, whether now existing or hereafter arising” of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor the Debtor hereby assigns and pledges to the Lender and its successors and assigns, and hereby grants to the Administrative Agent, Lender and its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor the Debtor or in which such Grantor the Debtor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
), including without limitation, all: (i) all Accounts;
oil, gas, and other minerals before extraction and As-extracted Collateral; (ii) all Chattel Paper;
Accounts; (iii) all Documents;
Chattel Paper; (iv) all Equipment;
Money and Deposit Accounts; (v) Documents; (vi) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
; (vii) all Inventory;
Goods; (viii) all other Goods;
Assigned Contracts; (ix) all Investment Property;
Permits; (x) all Instruments; (xi) Investment Property; (xii) Letter-of-Credit Rights;
Rights and letters of credit; (xixiii) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
Claims; and (xii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Supporting Obligations and all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; , provided that none of “Article 9 Collateral”that, any other term defined in the preceding paragraph or any term defined by reference notwithstanding anything to the UCC shall includecontrary, and (x) in no event shall the Security Interest attach toCollateral include, nor shall the security interest or Lien granted under Section 2.01 constitute (or be deemed to constitute) a grant of a security interest in or Lien on, any Excluded Asset; provided further that ProceedsAssets, substitutions or replacements of Excluded Assets and (y) the Debtor shall not be subject required to the preceding proviso unless such Proceeds, substitutions or replacements would themselves take any action intended to cause any Excluded Asset to constitute Excluded AssetsCollateral.
(b) Each Grantor The Debtor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties Lender at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings and as-extracted collateral filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assetsassets of the Debtor, whether now owned or hereafter acquired” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor The Debtor agrees to provide such information to the Administrative Agent Lender promptly upon request. The Administrative Agent is further authorized Debtor also ratifies its authorization for the Lender to file with in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured partydate hereof.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent Lender or any other Secured Lender Party to, or in any way alter or modify, any obligation or liability of any Grantor the Debtor with respect to or arising out of the Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Loan Party hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and interest in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Loan Party or in which such Grantor Loan Party now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts, including all Health-care-insurance Receivables;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual PropertyInventory;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ixvii) all Instruments;
(viii) all Investment Property;
(ix) all Intellectual Property (except for “intent-to-use” applications for a trademark or service xxxx, 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” application under applicable Federal law);
(x) all other General Intangibles;
(xi) all Letter-of-Credit RightsRights that are Supporting Obligations;
(xixii) all Commercial Tort Claims specifically described on Schedule III IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04the terms hereof;
(xiixiii) all books and records pertaining to the any Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “that, Article 9 Collateral”Collateral shall not include (A) Intellectual Property to the extent, but only to the extent that, perfection of a security interest therein requires a filing to be made in any jurisdiction other than the United States, any political subdivision thereof or its territories or possessions, (B) the Excluded Equity Interests, (C) to the extent (but only to the extent) that at any time the Collateral Agent may not validly possess a security interest in any Retained Collection Rights under applicable law, such Retained Collection Rights, (D) any contract, agreement, lease, license or permit to which a Loan Party is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (1) the unenforceability of any right of the Loan Party therein or (2) a breach or termination pursuant to the terms of, or a default under, any such contract, agreement, lease, license or permit (other than to the extent that any such term defined would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity), provided that such security interest shall attach immediately at such time as the condition causing such unenforceability, breach or termination shall cease to be applicable and, to the extent severable, shall attach immediately to any portion of such contract or agreement that does not result in any of the consequences specified this clause, including any Proceeds of such contract or agreement, (E) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the preceding paragraph or any term defined by reference relevant jurisdiction, (F) Deposit Accounts (except to the UCC shall includeextent constituting or containing Collateral referred to in clause (xiv) above) and (G) Letter-of-Credit Rights not constituting Supporting Obligations, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject (H) cash (except to the preceding proviso unless extent constituting Collateral referred to in clause (xiv) above), (I) real property leases and (J) Commercial Tort Claims that are not specifically described in Schedule IV (as such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsschedule may be supplemented from time to time).
(b) Each Grantor Loan Party hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in the jurisdiction of its organization any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor Loan Party or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable such jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor Loan Party is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesLoan Party. Each Grantor Loan Party agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Each Loan Party hereby further irrevocably authorizes the Collateral Agent is further authorized at any time and from time to time to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor such Loan Party in any United States registered Patent, United States registered Copyright and United States registered Trademark (and applications for any of the foregoing), without the signature of such Loan Party and naming any Grantor or the Grantors such Loan Party as debtors debtor and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Loan Party with respect to or arising out of the Collateral.Article 9
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (PharMerica CORP)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described specified on Schedule III IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided provided, however, that none notwithstanding the foregoing, this Agreement shall not constitute a grant of “Article 9 Collateral”security interest in more than 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (B) could not reasonably be expected to cause any other term defined in material adverse tax consequences) of the preceding paragraph issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, successor regulation) of any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsForeign Subsidiary.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto and continuations thereof that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filingfiling or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 1 contract
Samples: Domestic Security Agreement (Indalex Holdings Finance Inc)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsFixtures and other Goods;
(vii) all InventoryGeneral Intangibles;
(viii) all Instruments other Goodsthan debt obligations, which are governed pursuant to Article III;
(ix) all Investment PropertyIntellectual Property (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of Xxxxxx Act has been filed, to the extent, if any, that any assignment of an “intent-to-use” application prior to such filing would violate the Xxxxxx Act);
(x) all Letter-of-Credit RightsInventory;
(xi) all Investment Property other than the Pledged Collateral and debt obligations, which are governed pursuant to Article III;
(xii) all Letter of Credit Rights;
(xiii) all Commercial Tort Claims specifically not constituting Excluded Property, as described on Schedule III hereto, II (as such schedule may be supplemented from time to time pursuant to Section 3.04) hereto;
(xiixiv) all books and records pertaining to the Article 9 Collateral; and
(xiiixv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that none . Notwithstanding anything to the contrary in this Agreement or any other Loan Document, this Agreement shall not constitute a grant of “a security interest in (and the Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC Collateral shall not include), and in no event shall the Security Interest attach other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, any the Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsProperty.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such Grantor Pledgor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor in such Pledgor’s Patents, Trademarks and Copyrights, without the signature of such Pledgor, and naming such Pledgor or the Pledgors as debtors and the Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States of America (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral consisting of registered, issued or applied for such Pledgor constituting Patents, Trademarks or Copyrights granted by each Grantor and naming or any Grantor or the Grantors as debtors and the Administrative Agent as secured partyother assets.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Collateral.Article 9
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Sprouts Farmers Markets, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Guaranty and the Guaranteed Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryGoods;
(viii) all other GoodsInstruments;
(ix) all Inventory;
(x) all Investment Property;
(xxi) all books and records pertaining to the Article 9 Collateral;
(xii) all Fixtures;
(xiii) all Letter-of-Credit Rights;
(xixiv) all Intellectual Property;
(xv) all Commercial Tort Claims specifically described listed on Schedule III hereto, as such schedule may be supplemented from time to time and on any supplement thereto received by the Collateral Agent pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral3.03(g); and
(xiiixvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets ” shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute include any Excluded Assets.
(b) In furtherance of Section 5.5(b) of the ABL Intercreditor Agreement and at all times prior to the Discharge of Senior Secured Debt Obligations in respect of the Secured Obligations, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the ABL Agent, its successors and permitted assigns, for the benefit of the Collateral Agent and the other Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under the Deposit Accounts and Securities Accounts constituting Collateral.
(c) Each Grantor agrees that, in the event any Grantor, pursuant to any ABL Loan Document (as defined in the ABL Intercreditor Agreement), takes any action to grant or perfect a Lien in favor of the ABL Agent in any assets, such Grantor shall also take such action to grant or perfect a Lien (subject to the ABL Intercreditor Agreement) in favor of the Collateral Agent to secure the Secured Obligations without request of the Collateral Agent, including with respect to any property and real property in which the ABL Agent directs a Grantor to grant or perfect a Lien or take such other action under any ABL Debt Document.
(d) Subject to Section 3.01(g), each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in indicate the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesGrantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(ce) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(f) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantor as debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings or other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(g) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors 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) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings in United States government offices with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity 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, commodities account or any other Collateral that requires perfection by “control,” other than with respect to (x) uncertificated securities to the extent provided in Section 2.04 (y) any such account to the extent (and for so long as) control agreements are provided to the ABL Facility (or any refinancing thereof) with respect to the ABL Collateral and (z) any Term Priority Collateral Account, (iii) to take any action (other than the actions listed in clauses (i)(A) and (C) above) with respect to any assets located outside of the United States, (iv) to perfect in (x) any assets subject to a certificate of title statute, except to the extent perfection of a security interest therein may be accomplished by filing of financing statements in appropriate form in the applicable jurisdiction under the Uniform Commercial Code, (y) commercial tort claims in an amount less than $5,000,000 or (z) Letter-of-Credit Rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection of the security interest in such other Collateral is accomplished by the filing of a Uniform Commercial Code financing statement (it being understood that no actions shall be required to perfect a security interest in Letter-of-Credit Rights, other than the filing of a Uniform Commercial Code financing statement), (v) to deliver any Equity Interests in any Immaterial Subsidiaries and in any Person other than the Borrower or of any Restricted Subsidiaries or (vi) to deliver any notes or other evidence of Indebtedness in amounts less than $5,000,000.
Appears in 1 contract
Samples: Security Agreement (DJO Finance LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Obligations under the Guaranty, each Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all EquipmentDeposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all Fixtures;
(viii) all General Intangibles, including Intangibles and all Intellectual Property;
(viix) all Goods;
(x) all Instruments;
(viixi) all Inventory;
(viii) all other Goods;
(ixxii) all Investment Property;
(xxiii) all Letter-of-Credit RightsPledged Securities;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xiixiv) all books and records pertaining to the Article 9 Collateral;
(xv) all Letters of Credit and Letter-of-Credit Rights;
(xvi) all Money; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference notwithstanding anything to the UCC shall includecontrary in this Agreement, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets this Agreement shall not be subject to constitute a grant of a security interest in (and the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute term “Collateral” shall not include) any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assetsassets of the Debtor, whether now owned or hereafter acquired” of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantor as debtors and the Collateral Agent as secured party.
(e) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required (i) to enter into any deposit account control agreement or securities account control agreement with respect to any deposit account or securities account, (ii) to take any action in any non-U.S. jurisdiction or required by the Laws of any non-U.S. jurisdiction to create any security interest in any assets located or titled outside of the U.S. or to perfect or make enforceable any security interests in any assets located outside of the U.S. (it being understood that nothing herein shall require security agreements or pledge agreements governed by the laws of any non-U.S. jurisdiction) any assets located outside of the United States or (iii) to perfect in any assets subject to a certificate of title statute.
Appears in 1 contract
Samples: Security Agreement (Global Cash Access Holdings, Inc.)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, and confirms its prior grants to the Agent for the benefit of the Secured PartiesParties in existence at the time of such grants, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, in or to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letter-of-Letter of Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Claims;
(xii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any assets (including Equity Interests), whether now owned or hereafter acquired, with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement would not be required to be satisfied by reason of Section 5.10(g) of the Credit Agreement if hereafter acquired, (c) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof, (d) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, or (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that none such a grant would, under the terms of “Article 9 Collateral”such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term defined in would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the preceding paragraph New York UCC or any term defined by reference to other applicable law (including, without limitation, Title 11 of the UCC United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assetseffect.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such Grantor Pledgor, (if required) and (Bii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Pledgor, without the signature of any Pledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Collateral.Article 9
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Zurn Water Solutions Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby mortgages and pledges to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims described in Schedule II as supplemented from time to time;
(iv) all EquipmentDocuments;
(v) all Equipment and Fixtures;
(vi) all General Intangibles, including ;
(vii) all Goods;
(viii) all Instruments;
(ix) all Intellectual Property;
(vi) all Instruments;
(viix) all Inventory;
(viii) all other Goods;
(ixxi) all Investment Property;
(xxii) all Letters of Credit and Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xiixiii) all books and records pertaining to the Article 9 Collateral; and;
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing foregoing, all supporting obligations and all Supporting Obligations, other collateral security and guarantees given by any Person with respect to any of the foregoing; and provided that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Property; provided, however, that “Article 9 Collateral”Excluded Property” shall not include any Proceeds (including, for the avoidance of doubt, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that ProceedsProceeds constituting cash), substitutions or replacements of any Excluded Assets shall not be subject to the preceding proviso Property unless such Proceeds, substitutions or replacements would themselves independently constitute Excluded AssetsProperty.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments (including continuations) thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect or being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if applicable, any organizational identification number or incorporation number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. .
(c) The Administrative Collateral Agent is further irrevocably authorized to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor officeoffice thereof) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing perfecting or protecting confirming the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor, with notice to each, but without the signature of any, Grantor (only if such signature cannot reasonably be obtained by the Collateral Agent and each Grantor hereby agrees to provide such signatures upon request of the Collateral Agent), and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(cd) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Notes Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all EquipmentDeposit Accounts;
(v) all General Intangibles, including all Intellectual PropertyDocuments;
(vi) all InstrumentsEquipment;
(vii) all InventoryFixtures;
(viii) all other General Intangibles;
(ix) all Goods;
(ixx) all Instruments;
(xi) all Inventory;
(xii) all Investment Property;
(xxiii) all Letter-of-Credit RightsPledged Securities;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xiixiv) all books and records pertaining to the Article 9 Collateral;
(xv) all Letters of Credit and Letter-of-Credit Rights;
(xvi) all Money; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of “Article 9 Collateral”, a security interest in any other term defined in the preceding paragraph Excluded Asset or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsSecurity.
(b) Each Grantor hereby irrevocably authorizes the Administrative Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Notes Collateral Agent promptly upon any reasonable request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 1 contract
Security Interest. (a) As security for 10.1 Subject to clause 10.4 and only to the payment or performanceextent stated therein, as the case may be, in full of the Secured Obligations, each Grantor Company hereby grants to the Administrative AgentLender a continuing security interest in all presently existing and hereafter acquired or arising Collateral in order to secure prompt repayment of the Loan.
10.2 Subject to Clauses 10.3 and 10.4 and only to the extent stated therein, its permitted successors and in order to secure the prompt repayment of the Loan, the Company hereby irrevocably mortgages, assigns, for transfers and conveys to the benefit of the Secured PartiesLender, and grants a security interest (to the “Security Interest”) Lender in all of such Grantor’s rightreal property rights and interests now owned, title and interest in, to and under any and all of the following assets now owned or at any time hereafter acquired by such Grantor the Company and the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the aforementioned real property.
10.3 The Lender agrees that Clause 10.2 shall only be enforced if the Company has defaulted on repayment of the Load for a period of over six (6) months.
10.4 Any security under this Agreement may only be enforced for the maximum monetary amount provided by the Loan as stated in which such Grantor now has this Agreement or at any time additional amount provided as a loan to the Company in the future may acquire any right, title or interest (collectivelymanner stated in Clause 2.4.
10.5 Unless the Lender has agreed otherwise in writing, the “Article 9 Company agrees and warrants that:
10.5.1 except for inventory sold or accounts collected in the ordinary course of the Company’s business, the Company shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral”):
(i) all Accounts;
(ii) all Chattel Paper10.5.2 No one else has any interest in or claim against the Collateral;
(iii) all Documents;10.5.3 the Company shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance or charge, other than the security interest provided for in this Agreement; or
(iv) all Equipment;
(v) all General Intangibles10.5.4 the Company shall not sell, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III heretooffer to sell, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not or otherwise included, all Proceeds and products of any and all transfer or dispose of the foregoing Collateral for less than the fair market value thereof, and not without first obtaining the consent in writing of the Lender. All proceeds from any unauthorized disposition of the Collateral shall be held in trust for Lender, shall not be co-mingled with any other funds and shall immediately be delivered to Lender. This requirement however, does not constitute consent by Lender to any such disposition.
10.6 The Company shall be obliged to do whatever is necessary to prevent damage to or loss of the Collateral.
10.7 The Company shall cooperate with the Lender to secure the Lender’s interest under law.
10.8 Upon three (3) months default in payment of the Loan, the Company authorizes the Lender to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Lender’s determination appears to be prior or superior to its Security Interest and to pay all Supporting Obligations, collateral security and guarantees given by any Person with expenses incurred in connection therewith. With respect to any of Company’s owned premises, the foregoing; provided that none of “Article 9 Collateral”, any other term defined in Company hereby grants the preceding paragraph or any term defined by reference Lender a license to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” enter into possession of such Grantor premises and to occupy the same, without charge, in order to exercise any of Lender’s rights or words of similar effectremedies provided herein, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendmentat law, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party toequity, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateralotherwise.
Appears in 1 contract
Samples: Investor Agreement
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), each Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets and properties, and all other property or interests therein covered by the DIP Order, 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts (including, with limitation, all Receivables and Receivables Records);
(ii) all cash, Deposit Accounts and Securities Accounts;
(iiiii) all Chattel Paper;
(iiiiv) all Documents;
(ivv) all Equipment;
(vvi) all General Intangibles, including all Intellectual Property;
(vivii) all Goods;
(viii) all Instruments;
(viiix) all Inventory;
(viii) all other Goods;
(ixx) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Claims;
(xii) all Letter-of-credit rights;
(xiii) property of such Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash;
(xiv) all books and records pertaining to the Article 9 Collateral; and;
(xiiixv) to the extent not otherwise included, all Proceeds proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoingforegoing (including Avoidance Action Proceeds); provided that none of “notwithstanding anything to the contrary in this Agreement, the Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets Collateral shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute include any Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties (and its counsel and agents) to file or record, at any time and from time to time to file in any relevant jurisdiction any time, financing statements (including fixture filings) and continuation statements other filing or recording documents or instruments, and any amendments, continuations or terminations thereof, with respect to the Article 9 Collateral, without notice to any Grantor and without the signature of such Grantor (unless such signature is required by applicable Law), in such form and in such offices as the Collateral Agent determines necessary or any part thereof and amendments thereto that (i) describe appropriate to perfect or protect, or continue to perfect or protect, the security interests of the Collateral Agent created under the Credit Documents. Each Grantor authorizes the Collateral Agent to use the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreementdescription “all personal property”, including indicating the Collateral as “all assets”, “all assets of the debtor, whether now owned or existing or at any time hereafter acquired or arising and wheresoever located, and all proceeds and products thereof” of such Grantor or words of similar effect, and (ii) contain or as being of an equal or lesser scope, or with greater detail, all in the information required by Collateral Agent’s discretion, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for Uniform Commercial Code, in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent (and its counsel and agents) of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information with respect to the Administrative Agent promptly upon request. The Administrative Agent is further authorized Collateral made prior to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured partydate hereof.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.Article 9
Appears in 1 contract
Security Interest. (a) As Subject to the terms of the Initial Acknowledgment Agreement and the Acknowledgment Agreements (as applicable), the Borrower hereby grants, pledges and assigns to the Administrative Agent (on behalf of and for the ratable benefit of each Secured Party) as security for the payment or performance, as and performance by the case may be, in full Borrower of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantorthe Borrower’s right, title and interest in, to and under, in any case, whether now held or hereafter acquired (i) all Fxxxxx Mxx MSRs; (ii) all Fxxxxxx Mac MSRs; (iii) all Gxxxxx Mxx MSRs; (iv) the Borrower’s rights (but not its obligations) under the Transaction Documents including without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now held or hereafter acquired, now existing or hereafter created; (v) all collateral however defined or described under the Transaction Documents to the extent not otherwise included above; (vi) all Related Security; (vii) [reserved]; (viii) all Records relating to and all proceeds of the following assets now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in foregoing (collectively, (i)-(viii), the future may acquire any right“MSR Collateral”), title or interest and (ix) all Additional Collateral (collectively, the “Article 9 Borrower Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining ). Notwithstanding anything herein to the Article 9 contrary, the term “Borrower Collateral; and
(xiii) to the extent ” shall not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and the grant, pledge and assignment of a security interest contained in no event this Section 2.17 shall the Security Interest attach to, not include a security interest in any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsCollateral.
(b) Additionally, the Guarantor hereby grants, pledges and assigns to the Administrative Agent (on behalf of and for the ratable benefit of each Secured Party) as security for the payment and performance by the Borrower of the Obligations and the Guarantor of the Guaranteed Obligations, a security interest in all of the Guarantor’s right, title and interest in, to and under, in any case, whether now owned or hereafter acquired, all Additional Guarantor Collateral (together with the Borrower Collateral, the “Collateral”). For the avoidance of doubt, each grant, pledge, or assignment of the Collateral hereunder shall, subject to the rights of Fxxxxxx Mac under the Initial Fxxxxxx Mac Acknowledgment Agreement and the Fxxxxxx Mac Acknowledgment Agreement (as applicable), include all of the Borrower’s and Guarantor’s rights, but not its obligations, with respect to such Collateral.
(c) The parties acknowledge that the Agencies have certain rights under the Initial Acknowledgment Agreement and Acknowledgment Agreements (as applicable), including the right to cause the Borrower to transfer servicing to a transferee servicer under certain circumstances as more particularly set forth therein. The transferee servicer shall have all the rights and remedies against the Borrower and the Collateral as set forth herein and under the UCC.
(d) [Reserved.]
(e) Each Grantor hereby irrevocably of the Borrower and the Guarantor will promptly, at its respective expense, execute and deliver such instruments, financing and continuation statements and documents and take such other actions as the Administrative Agent may reasonably request from time to time in order to perfect, protect, evidence, exercise and enforce the Administrative Agent’s and each Lender’s interests, rights and remedies under and with respect to the Transaction Documents, the Advances and the Assets. To the extent the Borrower or the Guarantor has filed or caused the filing of any document as provided above, the Borrower or the Guarantor, as applicable, shall deliver to the Administrative Agent file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.
(f) If the Borrower fails to perform any of its Obligations, then the Administrative Agent may (but shall not be required to) perform or cause to be performed such Obligation, and the costs and expenses incurred by the Administrative Agent in connection therewith shall be payable by the Borrower. Without limiting the generality of the foregoing, if the Borrower fails to perform any of its Obligations, the Borrower authorizes the Administrative Agent for Agent, at the benefit option of the Secured Parties Administrative Agent and the expense of the Borrower, at any time and from time to time time, to file in any relevant jurisdiction any financing statements (including fixture filings) take all actions and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner pay all amounts that the Administrative Agent reasonably determines is deems necessary or advisable appropriate to ensure protect, enforce, preserve, insure, service, administer, manage, perform, maintain, safeguard, collect or realize on the perfection Assets, including the right to liquidate the Assets, and the Administrative Agent’s Liens and interests therein or thereon and to give effect to the intent of the security interest in Transaction Documents. No Potential Event of Default or Event of Default shall be cured by the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor payment or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing performance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to Obligation by the Administrative Agent promptly upon requeston behalf of the Borrower. The Administrative Agent may make any such payment in accordance with any bxxx, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bxxx, statement or estimate or into the validity of any tax assessment, sale, forfeiture, Tax Lien, title or claim except to the extent such payment is further authorized being contested in good faith by the Borrower in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.
(g) Upon termination of this Agreement, Administrative Agent shall release its security interests in the Collateral and promptly file termination statements with respect to file with the United States Patent each financing statement filed pursuant to this Section 2.17 and Trademark Office or United States Copyright Office (or any successor office) take such documents other action as may reasonably be reasonably necessary requested by the Borrower or advisable for Guarantor to evidence such release. If evidence of filing such termination statements has not been delivered to the purpose Borrower or Guarantor, as applicable, within ten (10) days of perfectingtermination of this Agreement, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent hereby authorizes the Borrower or the Guarantor, as secured partyapplicable, to file such termination statements.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”"SECURITY INTEREST") in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article "ARTICLE 9 Collateral”COLLATERAL"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General Intangibles, including all Intellectual PropertyEquipment;
(vi) all InstrumentsGeneral Intangibles;
(vii) all InventoryInstruments;
(viii) all other GoodsInventory;
(ix) all Investment Property;
(x) all Letterletter-of-Credit Rightscredit rights;
(xi) all Commercial Tort Claims specifically described commercial tort claims specified on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04V;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided PROVIDED that, for the avoidance of doubt, the foregoing shall not include (A) any asset in which a Grantor has a leasehold interest pursuant to a capital lease (as determined in accordance with GAAP), (B) any asset of any Subsidiary acquired by any Grantor after the date hereof which is not permitted to be pledged hereunder pursuant to any Indebtedness of such Subsidiary existing prior to such acquisition and permitted by the Credit Agreement or (C) any Collateral not permitted to be pledged by any Grantor pursuant to a non-assignment provision that none is not rendered ineffective by the New York UCC; PROVIDED FURTHER that in the case of “this clause (C), (1) the Grantor shall have used its commercially reasonable efforts to permit the pledge of any such Collateral pursuant to this Agreement and (2) the fair market value of any such Collateral excluded from the Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference Collateral pursuant to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets this clause (C) shall not be subject to the preceding proviso unless exceed $250,000 in any fiscal year of such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsGrantor.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Aa) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (Bb) in the case of a financing statement filed as a fixture filingfiling or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Wilmar Holdings Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, Agent and its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all General Intangibles, including all Intellectual Property;
(vivii) all Instruments;
(viiviii) all Inventory;
(viiiix) all other Goods;
(ixx) all Investment Property;
(xxi) all Letter-of-Letter of Credit Rights;
(xixii) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.044.04;
(xiixiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the New York UCC shall include, and in no event shall the Security Interest attach to, any asset to the extent and for so long as such asset is an Excluded Asset (it being understood that the Security Interest shall immediately attach to, and Article 9 Collateral shall immediately include, any such asset (or any portion thereof) upon such asset (or such portion thereof) ceasing to be an Excluded Asset); provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent Agent, for the benefit of the Secured Parties Parties, at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II III are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Weight Watchers International Inc)
Security Interest. (a) As security for the To secure prompt and complete payment or performance, as the case may be, in full and performance of the Secured ObligationsObligations (as defined below), each Grantor the Company hereby pledges, assigns, transfers and grants to the Administrative AgentSecured Party a continuing security interest in all properties, its permitted successors assets and assigns, for the benefit rights of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets Company now owned or at any time hereafter acquired by such Grantor the Company or in which such Grantor the Company now has or at any time in the future may acquire any right, title or interest interest, wherever located or situated (collectivelyhereinafter, collectively called the “Collateral”). Without limitation of the foregoing, the “Article 9 Collateral”):Collateral includes, among all the assets of the Company, the following:
(i) all Accounts;
(ii) all As-Extracted Collateral;
iii) all Chattel Paper;
(iiiiv) all Commercial Tort Claims;
v) all Consignments;
vi) all Contracts;
vii) all Copyrights;
viii) all Copyright Licenses;
ix) all Deposit Accounts;
x) all Documents;
(ivxi) all Encumbrance(s);
xii) all Equipment;
(vxiii) all Fixtures;
xiv) all Goods;
xv) all General Intangibles, including all Intellectual Property;
(vixvi) all Health-Care-Insurance Receivables;
xvii) all Instruments;
(viixviii) all Inventory;
(viii) all other Goods;
(ixxix) all Investment Property;
(xxx) all Letter-of-Credit Rights;
(xixxi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Letters of Credit;
(xiixxii) all books and records pertaining to the Article 9 CollateralPatents;
xxiii) all Patent Licenses;
xxiv) all Payment Intangibles;
xxv) all Promissory Note(s);
xxvi) all Software;
xxvii) all Supporting Obligations;
xxviii) all Tangible Chattel Paper;
xxix) all Trademarks;
xxx) all Trademark Licenses;
xxxi) all Vehicles; and
(xiiixxxii) to the extent not otherwise included, all Proceeds (including condemnation proceeds), all Accessions and additions thereto and all substitutions and replacements therefore and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto The Company expressly acknowledges that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted hereunder shall remain as security only for payment and performance of the Obligations, whether now existing or which may hereafter be incurred by future advances, or otherwise. The notice of the continuing grant of this security interest therefore shall not subject be required to be stated on the Administrative Agent or face of any other document representing any such Obligations, nor otherwise identify it as being secured hereby. The security interest granted herein to the Secured Party tois for the ratable benefit of all Holders and each Holder may realize upon the Collateral to the extent of its Note Percentage, or in any way alter or modify, any obligation or liability as computed from time to time. The amount of any Grantor with respect each Holder’s “Note Percentage” shall be the percentage computed by dividing the Obligations owed to or arising out of such Holder by the Collateralaggregate Obligations owed to all Holders.
Appears in 1 contract
Samples: Loan and Security Agreement (Starinvest Group, Inc.)
Security Interest. (a) As security for the due and punctual payment or performance, as the case may be, in full and performance of the Secured ObligationsObligations described in Section 3 hereof, each Grantor hereby grants to the Administrative Agent, its permitted successors Agent for itself and assigns, for the benefit of the other Secured Parties, Parties a security interest (the “Security Interest”) in and lien on all of such Grantor’s right, title and interest inin and to all tangible and intangible property and Fixtures of such Grantor, to and under whether now owned or existing or hereafter acquired or arising, together with any and all of additions, accessions, accessories and accoutrements thereto and replacements therefor and Proceeds and products thereof (collectively referred to as the following assets 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“Collateral”), title or interest (collectivelyincluding without limitation, the “Article 9 Collateral”):property described below:
(ia) all Accounts;
(iib) all cash and cash equivalents;
(c) all Chattel Paper;
(iiid) all Commercial Tort Claims (including without limitation, the Commercial Tort Claims set forth on the Perfection Certificate for such Grantor attached as Schedule I hereto);
(e) the Custody Account and all Financial Assets, Money and Securities held therein or credited thereto, all Security Entitlements in respect thereof, and all other assets indicated on the Custodian’s books and records as being credited to or recorded in the Custody Account and all assets held by the Custodian as bailee for the Agent;
(f) all Deposit Accounts;
(g) all Documents;
(ivh) all Equipment;
(vi) all Fixtures;
(j) all General Intangibles, including ;
(k) all Goods;
(l) all Intellectual Property;
(vim) all Instruments;
(viin) all Inventory;
(viii) all other Goods;
(ixo) all Investment Property;
(xp) all Letter-of-Credit Rights;
(xiq) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Pledged Equity;
(xiir) all books and records pertaining to any of the Article 9 Collateral;
(s) all rights under contracts, agreements, authorizations, permits, consents, orders, licenses, franchises and leases;
(t) the entire goodwill of such Grantor’s business and other General Intangibles (including know-how, trade secrets, customer lists, proprietary information, inventions, engineering, tests and test results, methods, procedures and formulae) connected with the use of and symbolized by any Intellectual Property of such Grantor;
(u) [reserved];
(v) all rights under leases of real and personal property;
(w) all other tangible or intangible personal property not otherwise described above; and
(xiiix) all accessions to, substitutions for and replacements, Proceeds, Supporting Obligations and products of any of the foregoing and, to the extent not otherwise included, all Proceeds and products payments under insurance, or any indemnity, warranty or guaranty payable by reason of any and all loss or damage or otherwise in respect of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets 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 (collectively, the “Article 9 Collateral”):
(iI) all Accounts;
(iiII) all Chattel Paper;
(iiiIII) all Cash and Deposit Accounts;
(IV) all Documents;
(ivV) all Equipment;
(vVI) all General Intangibles, including all Intellectual Property;
(viVII) all Instruments;
(viiVIII) all Inventory;
(viiiIX) all other GoodsGoods and Fixtures;
(ixX) all Investment Property;
(xXI) all Letter-of-Credit Rights;
(xiXII) all Commercial Tort Claims specifically described on Schedule III IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.043.04(d);
(xiiXIII) all books and records pertaining to the Article 9 Collateral; and
(xiiiXIV) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, to (A) any Excluded Asset; provided further that ProceedsAssets and (B) the Excluded Equity Interests (it being understood that, substitutions or replacements of Excluded Assets to the extent the Security Interest shall not be subject have attached to any such asset as a result of clauses (A) and (B) above, the preceding proviso unless term “Article 9 Collateral” shall not include any such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsasset).
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, and the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Each Grantor also ratifies its authorization for the Collateral Agent is further authorized to file in any relevant jurisdiction any initial financing statements or amendments thereto with respect to the Article 9 Collateral or any part thereof naming any Grantor as debtor or the Grantors as debtors and the Collateral Agent as secured party, if filed prior to the date hereof. Other than with respect to the IP Security Agreements dated the date hereof, each Grantor shall timely file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party.
(c) , and shall promptly provide evidence of such filings to the Collateral Agent. No Grantor shall be required to complete any filings or other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States. The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, each Grantor hereby grants to the Administrative Notes Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets 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 (collectively, the “Article 9 Collateral”):
(iI) all Accounts;
(iiII) all Chattel Paper;
(iiiIII) all Cash and Deposit Accounts;
(IV) all Documents;
(ivV) all Equipment;
(vVI) all General Intangibles, including all Intellectual Property;
(viVII) all Instruments;
(viiVIII) all Inventory;
(viiiIX) all other GoodsGoods and Fixtures;
(ixX) all Investment Property;
(xXI) all Letter-of-Credit Rights;
(xiXII) all Commercial Tort Claims specifically described on Schedule III IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.043.04(c);
(xiiXIII) all books and records pertaining to the Article 9 Collateral; and
(xiiiXIV) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, to (A) any Excluded Asset; provided further that ProceedsAssets and (B) the Excluded Equity Interests (it being understood that, substitutions or replacements of Excluded Assets to the extent the Security Interest shall not be subject have attached to any such asset as a result of clauses (A) and (B) above, the preceding proviso unless term “Article 9 Collateral” shall not include any such Proceeds, substitutions or replacements would themselves constitute Excluded Assetsasset).
(b) Each Grantor hereby irrevocably authorizes the Administrative Notes Collateral Agent for (but the benefit of the Secured Parties Notes Collateral Agent shall have no obligation to make such filing) at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto thereto, including continuations, that (i) describe the collateral covered thereby in any manner that the Administrative Notes Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (Grantor, if required) applicable, and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information prepare and file or cause to be filed, at its own expense, any financing statements, amendments to financing statements, continuation statements or any other documents or instruments (including in respect of Intellectual Property described in clause (c) below) in each governmental, municipal or other office as is necessary to perfect or maintain the perfection of the Notes Collateral Agent’s security interest in the Collateral and to deliver to the Administrative Notes Collateral Agent promptly upon request. a file stamped copy of each such financing statement, amendment thereto, continuation statement or other document or instrument in connection with this Agreement or any other Security Documents.
(c) The Administrative Notes Collateral Agent is further authorized to file (but the Notes Collateral Agent shall have no obligation to make such filing) with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) ), such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued United States registered or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Notes Collateral Agent as secured party. No Grantor shall be required to complete any filings or other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(cd) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees of the Grantors, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all Instruments;
(vii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(xix) all Letter-of-Credit Rights;
(xix) all the Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time and on any supplement thereto received by the Collateral Agent pursuant to Section 3.043.04(c) hereof;
(xiixi) all books and records pertaining to the Article 9 Collateral; and
(xiiixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference notwithstanding anything to the UCC contrary in this Agreement, this Agreement shall includenot constitute a grant of a security interest in (A) motor vehicles or other assets subject to certificates of title, and in no event shall the Security Interest attach (B) deposit accounts or securities accounts (other than any Proceeds of other Collateral), (C) Receivables Management Assets owned by, or owing to, any Excluded Asset; provided further that ProceedsPerson (other than the Company or a Restricted Subsidiary) or held in trust for the benefit of any such Person, substitutions or replacements and the Equity Interests of Excluded Assets Receivables Management Subsidiaries, (D) any Excluded Equity, (E) any asset with respect to which the Senior Credit Facilities Agent has confirmed in writing to the Company confirmed in a notice delivered to the Collateral Agent by the Company, its determination that the costs or other consequences (including any adverse tax consequences) of providing a security interest in is excessive in view of the benefits to be obtained by the holders of First Lien Obligations, (F) any General Intangible, Investment Property or other property or rights of a Grantor arising under or evidenced by any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other property or rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (F) above shall not be subject affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the preceding proviso extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC, (G) any license, permit, franchise, authorization, consent, registration or other approval issued by the Federal Communications Commission (or any equivalent state agency) (collectively, the “FCC Licenses”) held by any Grantor to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by any applicable law, including the UCC, (H) Margin Stock unless the applicable requirements of Regulations T, U and X of the Board of Governors of the Federal Reserve have been satisfied, (I) any asset with respect to which the Company and the Senior Credit Facilities Agent have determined, in writing, confirmed in a notice delivered to the Collateral Agent by the Company, where the costs, burden or other consequences (including any mortgage, stamp, intangibles, or other similar tax, titles insurance or similar items) of obtaining or perfecting a security interest in such Proceeds, substitutions assets is excessive in view of the benefits afforded thereby or replacements (J) those assets that would themselves constitute Excluded AssetsCollateral but as to which the Senior Credit Facilities Agent shall not have required a Lien or a security interest for so long as the Obligations under the Senior Credit Facilities are outstanding.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” assets of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
Appears in 1 contract
Samples: Security Agreement (West Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants assigns and pledges to the Administrative Collateral Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all of such Grantor’s right, title and or interest in, in or to and under any and all of the following assets and properties 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 (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash, Payment Intangibles and Deposit Accounts
(iv) all Documents;
(ivv) all Equipment;
(vvi) all General Intangibles, including all Intellectual Property;
(vivii) all Instruments;
(viiviii) all Inventory;
(viii) all other Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04Claims;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference . Notwithstanding anything herein to the UCC shall includecontrary, and in no event shall the Security Interest attach toCollateral include, and no Grantor shall be deemed to have granted a security interest in, any Excluded Asset; provided further that Proceeds, substitutions Asset or replacements of any Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded AssetsEquity Interests.
(b) Each Grantor hereby irrevocably authorizes the Administrative Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in indicate the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Administrative Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Collateral Agent as secured party. Notwithstanding anything to the contrary provided herein, no Grantor shall be required to (a) deliver any certificates evidencing Equity Interests issued by Non-Significant Subsidiaries or minority Equity Interests, (b) take steps to perfect any security interest with respect to letter of credit rights and commercial tort claims (except to the extent perfected through the filing of Uniform Commercial Code financing statements) or (c) enter into or deliver security documents governed by laws of a jurisdiction other than the United States or any State thereof or the District of Columbia.
(c) The Security Interest and the security interest granted pursuant to Article II are is granted as security only and shall not subject the Administrative Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured ObligationsObligations and subject to Section 4.01(d), each Grantor hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and Lien on all of such Grantor’s right, title and interest in, to and under any and all of the following assets now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper (including Electronic Chattel Paper);
(iii) all Documentscash, cash equivalents and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles, including all Intellectual Property;
(viviii) all Instruments;
(viiix) all Inventory;
(viiix) all other Goods;
(ixxi) all Investment Property;
(xxii) all Letter-of-Credit Rightsrights and Supporting Obligations;
(xixiii) all Securities Accounts and Commodities Accounts and all assets on deposit therein;
(xiv) all Commercial Tort Claims specifically described on Schedule III heretoIV, as such schedule may be supplemented from time to time pursuant to Section 3.044.02(f);
(xiixv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) to the extent not otherwise included, all accessions to, substitutions for, and all replacements, products and Proceeds and products of any and all of the foregoing foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral, and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties (or its designee) at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating indicate the Collateral as “all assets” , whether now owned or at any time hereafter acquired, of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number number, if any, issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent (or its designee) is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest and the security interest granted pursuant to Article II III are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
(d) Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to (i) any assets if, to the extent and for so long as the grant of a Lien thereon to secure the Obligations is prohibited by any Requirements of Law or contract (so long as any contractual restriction is not incurred in contemplation of such entity becoming a subsidiary of Holdings) (other than to the extent that any such prohibition would be rendered ineffective pursuant to any other applicable Requirements of Law, including pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC); provided that such security interest shall attach immediately at such time as the condition causing such prohibition shall no longer exist and, to the extent severable, shall attach immediately to any portion of such asset that does not result in such prohibition, (ii) any Excluded Equity Interests, (iii) any motor vehicles owned or any other assets subject to certificates of title, to the extent that a security interest therein cannot be perfected by the filing of a Uniform Commercial Code financing statement, (iv) any intent-to-use trademark application, (v) Letter-of-Credit rights to the extent that a security interest therein cannot be perfected by the filing of a Uniform Commercial Code financing statement and Commercial Tort Claims, in each case with a value, as reasonable determined by the Company, of less than $1,000,000, (vi) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby (other than to the extent that any such prohibition would be rendered ineffective pursuant to any other applicable Requirements of Law, including pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC), (vii) any leasehold interest to the extent that a security interest therein cannot be perfected by the filing of a Uniform Commercial Code financing statement, (viii) any foreign intellectual property; (ix) any assets to the extent that such security interests would result in material adverse tax consequences to the Company and its Subsidiaries, taken as a whole, as reasonably determined in good faith by the Company and (x) any assets as to which the Administrative Agent and the Company reasonably determine that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby (the items referred to in clauses (i) through (x) above being collectively referred to as the “Excluded Personal Property”); provided that Excluded Personal Property shall not include any Proceeds, substitutions or replacements of any Excluded Personal Property (unless such Proceeds, substitutions or replacements would constitute Excluded Personal Property).
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Samples: Guarantee and Collateral Agreement (Affinia Group Intermediate Holdings Inc.)
