Security Interest. (a) As security for the payment or performance, as the case may be, in full of the 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 “Collateral”): (i) all Copyrights; (ii) all Patents; (iii) all Trademarks; (iv) all Licenses; (v) all other Intellectual Property; and (vi) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application. (b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party. (c) The Security Interest is granted as security only and shall not subject the 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 5 contracts
Samples: Intellectual Property Security Agreement (Freescale Semiconductor, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor, Ltd.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDeposit Accounts;
(iv) all LicensesDocuments (other than title documents relating to vehicles);
(v) all Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) Letter-of Credit Rights;
(xi) Commercial Tort Claims described in Schedule IV;
(xii) all other Intellectual Propertypersonal property (other than leasehold interests in real property) not otherwise described above (except for any property specifically excluded from any clause in this section above and any property specifically excluded from any defined term used in any clause of this section);
(xiii) all books and records; and
(vixiv) all Proceeds and products of any and all Supporting Obligations of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. ;
(b) provided, that notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to, nor the terms “Article 9 Collateral” or “Pledged Stock” include (A) 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 (i) the unenforceability of any right of the Grantor therein or (ii) in 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 Sections 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, that notwithstanding 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 other provisions herein consequences specified in (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, i) or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property (ii) including, without limitation, any Trademark applications filed proceeds of such contract or agreement, (B) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or any Equity Interests in any Person that is not a wholly-owned Subsidiary where, pursuant to the United States Patent organizational documents or any related shareholders or similar agreement of such Person, the grant of such security interest or lien is prohibited or prohibited without the consent of the equity holders of such Person (other than the Borrower or any wholly-owned Subsidiary thereof); and Trademark Office (C) assets owned by any Grantor on the basis of such Grantor’s “intent-to-use” such trademark, unless date hereof or hereafter acquired and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office any proceeds thereof that are subject to a Lien securing Indebtedness permitted to be incurred pursuant to Section 1(c) or Section 1(d4.09(b)(4) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), Indenture to the extent that granting a lien and for so long as the contract or other agreement in which such Trademark application prior to Lien is granted (or the documentation providing for such filing would adversely affect Indebtedness) validly prohibits the enforceability or validity creation of any other Lien on such Trademark applicationassets and proceeds.
(bc) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor, whether now owned or hereafter acquired or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor and (b) in the case of a financing statement filed as a fixture filing 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 Notes 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 Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(cd) The Security Interest is granted as security only and shall not subject the 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.
Appears in 5 contracts
Samples: Collateral Agreement (American Media Inc), Collateral Agreement (Ami Celebrity Publications, LLC), Collateral Agreement (Ami Celebrity Publications, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksCommercial Tort Claims listed on Schedule II hereto;
(iv) all LicensesDeposit Accounts;
(v) all other Intellectual Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(vixiii) 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, however, ; provided that notwithstanding any of anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in any property to Excluded Asset (which Excluded Assets, for the extent that such grant avoidance of a security interest is prohibited by any rule of lawdoubt, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s shall not constitute “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.Article 9 Collateral”), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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 Notes Collateral Agent promptly upon any reasonable request. The Notes Each Grantor shall file on behalf of 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 or any similar office in any other country) such documents as may be necessary or advisable 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 granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partyhereunder.
(c) The Security Interest is granted as security only and shall not subject the 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 5 contracts
Samples: Pledge and Security Agreement (Sabre Corp), Pledge and Security Agreement, Pledge and Security Agreement (Sabre Corp)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as otherwise) of all 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 Borrower grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title or title, and interest in or in, to any and under all of Borrower’s personal property and other assets including without limitation the following assets and properties (except as set forth herein) 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 “Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) Goods; and all other Intellectual Propertytangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and
(vi) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing. ; provided, however, that notwithstanding the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Officepart, or other IP registry officerights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, this Agreement shall not constitute if a grant of judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in any property the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent that such necessary to permit perfection of Agent’s security interest in the Rights to Payment.
3.2 Notwithstanding the broad grant of a the security interest set forth in Section 3.1, above, the Collateral shall not include (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary (other than an Eligible Foreign Subsidiary) which shares entitle the holder thereof to vote for directors or any other matter and (b) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is prohibited by any rule of enforceable under applicable law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent Sections 9406, 9407 and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use 9408 of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seqUCC).), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 4 contracts
Samples: Loan and Security Agreement (Tricida, Inc.), Loan and Security Agreement (Tricida, Inc.), Loan and Security Agreement (Tricida, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title or interest in or to 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 “Collateral”):
(i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, ; provided that notwithstanding any of anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in any property Intellectual Property of a Grantor arising under or evidenced by any contract, lease, instrument, license or other document if (but only to the extent that such that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such Intellectual Property 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 this proviso 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 prohibited rendered ineffective by any rule of applicable law, statute including the UCC. Notwithstanding any provision of this Agreement to the contrary, the Security Interest shall not include any application for a Trademark that would be deemed invalidated, canceled or regulation or is prohibited byabandoned due to the grant and/or enforcement of such Security Interest, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any all United States Trademark applications filed in the United States Patent and Trademark Office that are based on the basis of such Grantor’s “an intent-to-use” such trademark, unless and until acceptable evidence of use such time that the grant and/or enforcement of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely Security Interest will not affect the enforceability status or validity of such Trademark application.Trademark
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Administrative Agent promptly upon request. The Notes Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office office) a short form intellectual property agreement in any the form attached hereto as Exhibit II and such other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Administrative Agent as secured party. Upon reasonable request, each Grantor agrees to promptly execute and deliver or otherwise authenticate such documents.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral 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 (West Corp), Credit Agreement (West Customer Management Group, LLC), Intellectual Property Security Agreement (West Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full and performance of the ObligationsObligations (as defined in the New Security Agreement), 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 Company hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the each Secured Parties, Party a security interest (in and mortgage to all of the “Security Interest”) in all Company’s right, title or and interest in or in, to any and all of under the following assets and properties property, whether now existing or owned or at any time hereafter acquired by such Grantor acquired, developed or in which such Grantor now has or at any time in arising during the future may acquire any right, title or interest term of this Agreement (collectively, the “Intellectual Property Collateral”):
(i) all Copyrightspatents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in Schedule A hereto), all rights to sxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;
(ii) all Patents;state (including common law), federal and foreign trademarks, service marks and trade names, URLs and domain names, and applications for registration of such trademarks, service marks and trade names, URLs and domain names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in Schedule B hereto), whether registered or unregistered and wherever registered, all rights to sxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; and
(iii) all Trademarksthe entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets;
(iv) all Licenses;general intangibles (as defined in the UCC); and
(v) all other Intellectual Property; and
(vi) all Proceeds products and products proceeds of any and all of the foregoing and all collateral foregoing.
(b) This Agreement shall create a continuing security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made interest in the U.S. Patent and Trademark OfficeIntellectual Property Collateral which shall remain in effect until terminated in accordance with Section 16 hereof.
(c) Notwithstanding the foregoing provisions of this Section 1, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a the grant of a security interest in as provided herein shall not extend to, and the term “Intellectual Property Collateral” shall not include, any property to general intangibles of the extent that such grant of a security interest is prohibited by any rule of law, statute Company (whether owned or regulation held as licensee or is prohibited bylessee, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.otherwise), to the extent that granting (i) such general intangibles are not assignable or capable of being encumbered as a lien in such Trademark application prior to such filing would adversely affect matter of law or under the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit terms of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect license, lease or other agreement applicable thereto (but solely to the Collateral or extent that any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each such restriction shall be enforceable under applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantorlaw), without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 consent of the Collaterallicensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained.
Appears in 4 contracts
Samples: Patent and Trademark Security Agreement (Technology Visions Group Inc), Patent and Trademark Security Agreement (Sutura, Inc.), Patent and Trademark Security Agreement (Sutura, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may beapplicable, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDocuments;
(iv) all LicensesEquipment;
(v) all other General Intangibles;
(vi) Intellectual Property;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-credit rights;
(xi) the commercial tort claims specified on Schedule IV;
(xii) all books and records pertaining to the Article 9 Collateral; and
(vixiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security security, supporting obligations and guarantees given by any Person with respect to any of the foregoing. providedNotwithstanding the foregoing, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Article 9 Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute include (i) any Equipment that is subject to a grant of a security interest purchase money Lien or Lien securing Capital Lease Obligations, in each case, permitted under the Credit Agreement to the extent the documents relating to such purchase money Lien or Capital Lease Obligations would not permit such Equipment to be subject to the Security Interests created hereby, (ii) any property to the extent that such the grant of a security interest the Security Interest in such property is prohibited by any rule Requirements of lawLaw of any Governmental Authority, statute (iii) any contract, license or regulation agreement to the extent that the grant of the Security Interest in such contract, license or is prohibited by, or agreement constitutes a breach or default under or results in the termination of any such contract, license, agreement, instrument (iv) any Investment Property or other document evidencing or giving rise Pledged Securities to such property, or would result in the forfeiture extent that the grant of the Grantors’ rights Security Interest in the property includingsuch Investment Property or Pledged Securities constitutes a breach or default under any applicable shareholder or similar agreement, without limitationexcept, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(ceach case (i) or Section 1(d) of the Xxxxxx Act through (15 U.S.C. 1051, et seq.iv), to the extent that granting a lien such Requirement of Law or the provision of such contract, license, agreement instrument or other document or shareholder or similar agreement giving rise to such prohibition, breach, default or termination is ineffective under applicable law, (v) Equity Interests of Unrestricted Subsidiaries, Restricted Subsidiaries that are not wholly owned, entities that are Specified Subsidiaries by reason of clauses (ii) or (iii) of the definition of Specified Subsidiary or entities that are not Subsidiaries (other than Equity Interests held in any Securities Account), and (vi) more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary; it being understood that this paragraph shall not be seen as excluding from the Article 9 Collateral Proceeds, substitutions or replacements of property described in clauses (i) through (vi) above unless such Proceeds, substitutions or replacements would constitute property described in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationclauses (i) through (vi).
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets” of such Grantor or such other description as the Collateral Agent may determine and (ii) contain the information required by Article 9 of the 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 GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing 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 Notes 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 (including fixture filings, as applicable) or other appropriate filings, recordings or registrations or amendments thereto if filed prior to the date hereof. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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: Credit Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc), Guarantee and Collateral Agreement (United Surgical Partners International Inc)
Security Interest. (a) As Subject to the terms of the Acknowledgment Agreements (as applicable) and the subordination described in Section 2.18, Section 2.19 and Section 2.20, 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 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of the Borrower’s right, title and interest in, to and under, in any case, whether now held or interest in hereafter acquired (i) all Xxxxxx Xxx MSRs; (ii) all Xxxxxxx Mac MSRs; (iii) all Xxxxxx Xxx 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 any 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) all Records relating to and all proceeds of the following assets foregoing (collectively, (i)-(vii), the “MSR Collateral”), 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 (viii) all Additional Collateral (collectively, the “Borrower Collateral”):
(i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) all Proceeds and products of any and all of ). Notwithstanding anything herein to the foregoing and all collateral security and guarantees given by any Person with respect to any of contrary, the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement term “Borrower Collateral” shall not constitute include, and the grant, pledge and assignment of a grant of security interest contained in this Section 2.17 shall not include a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationExcluded Collateral.
(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 Xxxxxxx Mac under the Xxxxxxx Mac Acknowledgment Agreement, 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 Acknowledgment Agreements and the Servicing Contracts (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 and to terminate the Borrower, with or without cause. 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) 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 Collateral. 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.
(e) 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 Notes Collateral Agent for Administrative 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 take all actions and pay all amounts that the Administrative Agent reasonably deems necessary or appropriate to protect, enforce, preserve, insure, service, administer, manage, perform, maintain, safeguard, collect or realize on the Collateral, including the right to liquidate the Collateral, and the Administrative Agent’s Liens and interests therein or thereon and to give effect to the intent of the Transaction Documents. No Potential Event of Default or Event of Default shall be cured by the payment or performance of any Obligation by the Administrative Agent on behalf of the Borrower. The Administrative Agent may make any such payment in accordance with any xxxx, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such xxxx, 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 being contested in good faith by the Borrower in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.
(f) Upon termination of this Agreement and payment in full of all Obligations (other than contingent obligations not then due), Administrative Agent shall release its security interests in the Collateral and promptly file in any relevant jurisdiction any initial financing termination statements with respect to each financing statement filed pursuant to this Section 2.17 and take such other action as may reasonably be requested by the Collateral Borrower or any part thereof Guarantor to evidence such release. If evidence of filing such termination statements has not been delivered to the Borrower or Guarantor, as applicable, within ten (10) days of termination of this Agreement and amendments thereto that contain payment in full of all Obligations (other than contingent obligations not then due), the information required by Article 9 of Administrative Agent hereby authorizes the Uniform Commercial Code Borrower or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendmentGuarantor, including whether such Grantor is an organizationas applicable, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partytermination statements.
(c) The Security Interest is granted as security only and shall not subject the 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 4 contracts
Samples: Credit Agreement (Home Point Capital Inc.), Credit Agreement (Home Point Capital Inc.), Credit Agreement (Home Point Capital 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 Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title or and interest in or in, 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”):
(iI) all CopyrightsAccounts;
(iiII) all PatentsChattel Paper;
(iiiIII) all TrademarksCash and Deposit Accounts;
(ivIV) all LicensesDocuments;
(vV) all Equipment;
(VI) all General Intangibles, including all Intellectual Property;
(VII) all Instruments;
(VIII) all Inventory;
(IX) all other Intellectual Goods and Fixtures;
(X) all Investment Property;
(XI) all Letter-of-Credit Rights;
(XII) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(d);
(XIII) all books and records pertaining to the Article 9 Collateral; and
(viXIV) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided; provided that in no event shall the Security Interest attach to (A) any lease, howeverlicense, that notwithstanding contract or agreement 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 or termination pursuant to the terms of, or a default under, any such lease, license, contract or agreement (other provisions herein (and notwithstanding than to the extent that any recording such term would be rendered ineffective, or is otherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Notes Collateral Agent’s Lien made New York 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 lease, license, contract or agreement that does not result in any such breach, termination or default, including any Proceeds of such lease, license, contract or agreement; (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 U.S. Patent and Trademark Office, U.S. Copyright Officerelevant 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 (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 New York UCC or any other IP registry officeapplicable Requirement of Law), this Agreement shall not constitute a 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 any agreement pursuant to which such Lien has been created; provided 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 under, any Requirements of Law; (D) any asset owned by any Grantor with respect to which Holdings 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 and the 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 Holdings to be material to Holdings and the 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 New York 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 Parent 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 property adverse tax consequences to Holdings and the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results Subsidiaries resulting therefrom) being excessive in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture view of the Grantors’ rights in benefits to be obtained by the property including, without limitation, Secured Parties therefrom; (G) any Trademark intent-to-use trademark applications filed in the United States Patent and Trademark Office on Office; and (H) the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act Excluded Equity Interests (15 U.S.C. 1051, et seq.)it being understood that, to the extent that granting the Security Interest shall not have attached to any such asset as a lien in result of clauses (A) through (H) above, the term “Article 9 Collateral” shall not include any such Trademark application prior asset). In each case to such the extent a security interest therein cannot be perfected by the filing would adversely affect of a financing statement under the enforceability Uniform Commercial Code or validity of such Trademark applicationother applicable law.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral 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) 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 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 GrantorGrantor 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 Notes Collateral 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 Notes Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office 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 Patents, Trademarks or Copyrights granted by each Grantor, without the signature of any Grantor, Grantor and naming any Grantor or the Grantors as debtors and the Notes Collateral Administrative Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Notes Collateral 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 (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.), Collateral Agreement (SMART Global 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 Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds Fixtures;
(vii) all General Intangibles;
(viii) Goods;
(ix) all Instruments other than to the extent constituting Pledged Debt, which are governed by Article II;
(x) all Intellectual Property;
(xi) all Inventory;
(xii) all Investment Property (other than to the extent constituting Pledged Collateral, which are governed by Article II);
(xiii) all Letter of Credit Rights;
(xiv) all Commercial Tort Claims described on Schedule II hereto (as may be supplemented from time to time pursuant to Section 4.04);
(xv) all books and records pertaining to the Article 9 Collateral; and
(xvi) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all 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, however, that notwithstanding any of the other provisions herein (and notwithstanding Loan Document or any recording of the Notes Collateral Agent’s Other First Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)Agreement, this Agreement shall not constitute a grant of a security interest in any property to (and the extent that such grant of a security interest is prohibited by any rule of lawArticle 9 Collateral shall not include), statute or regulation or is prohibited by, or constitutes a breach or default under or results in and the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture provisions of the Grantors’ rights in Loan Documents and any Other First Lien Agreement with respect to Collateral need not be satisfied with respect to, the property includingExcluded Property. In addition, without limitationfor the avoidance of doubt, any Trademark applications filed in the United States Patent and Trademark Office on the basis provisions of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence Section 9.24 (Application of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(dGaming Laws) of the Xxxxxx Act Credit Agreement and Section 6.22 (15 U.S.C. 1051, et seq.), Gaming Laws) of this Agreement shall apply to all the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity terms and provisions of such Trademark applicationthis Agreement.
(b) Each Grantor Pledgor hereby irrevocably authorizes the 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 with respect to the Mortgaged Properties) with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) 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 (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 personal property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office 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 granted by each GrantorPledgor in such Pledgor’s Patents, Trademarks and Copyrights, without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Notes 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 of America (or any political subdivision thereof) for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights or any other assets.
(c) The Security Interest is granted as security only and shall not subject the Notes 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 3 contracts
Samples: Collateral Agreement (PlayAGS, Inc.), Collateral Agreement (AP Gaming Holdco, Inc.), Collateral Agreement (AP Gaming Holdco, Inc.)
Security Interest. (a) As security for the payment and performance of the Obligations owing to each Investor now existing or performancein the future, OneMedNet does hereby pledge, assign, transfer, deliver and grant to such Investor a continuing and unconditional first priority security interest in the Escrow Deposit (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”) until such time as the Escrow Deposit is delivered in accordance with this Section 4. “Obligations” shall mean, whether now existing or hereafter arising, created or incurred: (i) the loans evidenced by the Notes issued to such Investor; (ii) all interest accrued thereon (including interest which would be payable as post-petition in connection with any bankruptcy or similar proceeding, whether or not permitted as a claim thereunder); (iii) any and all fees, charges or other amounts due to such Investor under the Notes or the PIPE SPA; (iv) any and all expenses incurred by such Investor under, or in connection with, the Notes or the PIPE SPA; (v) any and all other liabilities and obligations of OneMedNet to such Investor under the Notes or PIPE SPA; and (vi) the performance by OneMedNet of all covenants, agreements and obligations of every nature and kind on the part of any of OneMedNet to be performed under the Notes or the PIPE SPA. Each of OneMedNet and the Investors agree that the right of the Investors to direct delivery of the Escrow Agreement pursuant to this Section 4 shall constitute “control” for purposes of applicable uniform commercial code. Upon delivery of the Escrow Deposit by the Escrow Agent in accordance with Section 4(a), (b) or (c), as the case may be, in full of the Obligationsthis Escrow Agreement shall terminate, including the Guarantees, each Grantor hereby assigns and pledges subject to the Notes Collateral Agent, its successors and assigns, for the benefit provisions of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 “Collateral”):
(i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq8.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 3 contracts
Samples: Subscription Escrow Agreement (OneMedNet Corp), Subscription Escrow Agreement (OneMedNet Corp), Subscription Escrow Agreement (OneMedNet Corp)
Security Interest. All of the Borrowers' Obligations constitute one (a1) As security for loan secured by the Agent's Liens on the Collateral now or from time to time hereafter granted by any Borrower to the Agent. To secure timely payment or performance, as the case may be, and performance in full of the Obligations, including the Guaranteeseach Borrower hereby sells, each Grantor assigns, conveys, mortgages, pledges, hypothecates and transfers and hereby assigns and pledges grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesLenders, a security interest (the “Security Interest”) in right of setoff against and a continuing Lien upon all of such Borrower's right, title or and interest in or and to any and all of the following assets property and properties interests in property, 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 “Collateral”):
Borrower and wheresoever located: (i) all Copyrights;
Accounts; (ii) all Patents;
General Intangibles; (iii) all Trademarks;
Fixtures; (iv) all Licenses;
Inventory; (v) all other Equipment; (vi) Intellectual Property; and
(vivii) Investment Property; (viii) all Proceeds of such Borrower's deposit accounts (general or special) with any financial institution with which such Borrower maintains deposits; (ix) all of such Borrower's now owned or hereafter acquired monies, and products of any and all other property and interests in property of such Borrower now or hereafter coming into the actual possession, custody or control of the foregoing Agent or any Lender or any agent or affiliate of the Agent or any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (x) Documents, Instruments and Chattel Paper of such Borrower; (xi) all collateral security and guarantees given by any Person with respect insurance policies relating to any of the foregoing. provided, however, that notwithstanding including without limitation business interruption insurance; (xii) all of such Borrower's books and records relating to any of the other provisions herein foregoing; (xiii) all accessions and notwithstanding additions to, substitutions for, and replacements of any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent foregoing; and Trademark Office(xiv) all cash collections from, U.S. Copyright Officeand all other cash and non-cash proceeds of, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property foregoing including, without limitation, any Trademark applications filed in the United States Patent proceeds of and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 unearned premiums with respect to insurance policies insuring any of the Collateral or and claims against any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction Person for the filing of any financing statement or amendmentloss of, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party damage to, or in any way alter or modifydestruction of, any obligation or liability of any Grantor with respect to or arising out all of the Collateral.
Appears in 3 contracts
Samples: Loan and Security Agreement (Lois/Usa Inc), Loan and Security Agreement (Lois/Usa Inc), Loan and Security Agreement (Lois/Usa 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 “Collateral”):
(i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 3 contracts
Samples: Intellectual Property Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor Inc)
Security Interest. (a) As 3.1 Subject to Section 3.2, as security for the payment or performance, as the case may be, in full when due of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of all the Secured PartiesObligations (other than unasserted contingent indemnification obligations), and hereby Borrower grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title or title, and interest in or and to any and all of the following assets and properties personal property 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 “Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary that constitutes a Permitted Investment); (g) Deposit Accounts; (h) Cash; (i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) Goods; and all other Intellectual Propertytangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and
(vi) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing. provided, however.
3.2 Notwithstanding anything herein to the contrary, that notwithstanding the Collateral will not include (a) any application for a Trademark that would otherwise be deemed invalidated, cancelled or abandoned due to the grant of a Lien thereon unless and until such time as the other provisions herein grant of such Lien will not affect the validity of such trademark, (and notwithstanding b) any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Officelease, U.S. Copyright Officelicense (including any License), contract, or other IP registry office)agreement, this Agreement shall not constitute a if the grant of a security interest in such lease, license, contract, or agreement under the terms thereof or under applicable law with respect thereto, is prohibited and such prohibition has not been or is not waived or the consent of the other party to such lease, license, contract, or agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived, (c) more than 65% of the voting equity interests of any property Foreign Subsidiary, (d) vehicles and other goods subject to a certificate of title, (e) the Magnet Collateral, and (f) any deposit accounts (i) used exclusively for payroll or employee benefit payment purposes and (ii) which are zero balance accounts; provided that (x) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such grant prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law or principles of a security interest is prohibited by equity and (y) in the event of the termination or elimination of any rule of such prohibition or the requirement for any consent contained in any applicable law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contractlease, license, agreement, instrument contract or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.)agreement, to the extent that sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a lien security interest in such Trademark application prior to such filing would adversely affect the enforceability lease, license, contract or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time other agreement shall be automatically and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest simultaneously granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only hereunder and shall not subject the Notes be included as 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 Collateralhereunder.
Appears in 3 contracts
Samples: Loan and Security Agreement (Viewray Inc), Loan and Security Agreement (Viewray Inc), Loan and Security Agreement (Viewray Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (such assignment, pledge and grant of security interest, the “Security Interest”) in all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Equipment;
(vi) all General Intangibles (including, without limitation, all Intellectual Property);
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Software;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims (as described in Schedule 12 to the Perfection Certificate);
(xiii) all books and records pertaining to the Article 9 Collateral; and
(vixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. providedNotwithstanding anything to the contrary in this Agreement, howeverin no event shall the Collateral (whether the Article 9 Collateral or the Pledged Collateral) include, that notwithstanding and no Grantor shall be deemed to have granted a Security Interest in, any of such Grantor’s right, title or interest in:
(1) any Intellectual Property if the other provisions herein grant of such Security Interest shall constitute or result in (and notwithstanding i) the abandonment, invalidation or rendering unenforceable of any recording right, title or interest of any Grantor therein, (ii) the Notes Collateral Agent’s Lien made in breach or termination pursuant to the U.S. Patent and Trademark Office, U.S. Copyright Officeterms of, or other IP registry office)a default under, this Agreement shall not constitute a grant of a security interest in any property to Intellectual Property or (iii) the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination violation of any contractapplicable law (without limiting the foregoing, license, agreement, instrument or other document evidencing or giving rise no Grantor shall be deemed to such property, or would result have granted a Security Interest in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such a Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the such Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051X.X.X. §0000, et seq.), whereupon such Trademark application will be deemed automatically included in the Article 9 Collateral, to the extent that granting a lien the Security Interest in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.);
(2) any General Intangible or any lease, license, franchise, charter, authorization, contract, property right or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such Security Interest (i) shall be prohibited by any valid and enforceable provision of any contract, agreement, instrument or indenture governing such General Intangible, lease, license contract, property right or agreement, (ii) would give any other party to such General Intangible, lease, license, contract, property right or agreement the right to terminate its obligations thereunder, (iii) is permitted only with the consent of another party to such lease, license contract, property right or agreement, if such consent has not been obtained after the Grantor’s use of commercially reasonable efforts to obtain such consent, (iv) shall constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, (v) shall constitute or result in a breach or termination (or result in any party thereto having the right to terminate) pursuant to the terms of, or a default under, any such General Intangible, lease, license, contract, property right or agreement, or (vi) shall constitute or result in a violation under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required material consents shall have been obtained in each case as to this clause (2), other than to the extent that any such term would be rendered ineffective 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 Bankruptcy Laws) or principles of equity); provided, however, that such Security Interest shall attach immediately at such time as and, to the extent severable, to any portion of such General Intangible, lease, license, contract, property right or agreement that does not constitute or result or no longer constitutes or results in any of the conditions or consequences specified in this clause (2);
(3) any Excluded Equity Interests;
(4) any Exempt Deposit Accounts;
(5) any Excluded Equipment;
(6) any assets of any Grantor to the extent the Administrative Agent reasonably determines that the cost of obtaining or perfecting a security interest in such assets is excessive in relation to the benefit expected to be afforded to the Lenders thereby; and
(7) any assets of any Foreign Subsidiary. (The items described in the foregoing clauses (1) through (7), inclusive, being referred to as “Excluded Assets”);
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral 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) with respect to the Article 9 Collateral or the Pledged Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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 Notes Collateral Administrative Agent promptly upon reasonable 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 Notes Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Administrative Agent as secured partyparty to the extent a security interest may be perfected by filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country).
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral 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 3 contracts
Samples: First Lien Guarantee and Collateral Agreement, First Lien Guarantee and Collateral Agreement (Jda Software Group Inc), Second Lien Guarantee and Collateral Agreement (Jda Software Group Inc)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as otherwise) of all 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 Borrower grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title or title, and interest in or in, to any and under all of Borrower’s personal property and other assets including without limitation the following assets and properties (except as set forth herein) 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 “Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) all Copyrights;
Documents, (iij) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) Goods; and all other Intellectual Propertytangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and
(vi) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing. provided, however, that notwithstanding any .
3.2 Notwithstanding the broad grant of the other provisions herein security interest set forth in Section 3.1, above, the Collateral shall not include (and notwithstanding a) any “intent to use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence statement of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or otherwise, provided, that upon submission and acceptance by the United States Copyright Patent and Trademark Office of an amendment to allege use of an intent-to-use trademark application pursuant to 15 U.S.C. Section 1060(a) (or any successor office or any similar office in any other countryprovision) such documents as may be necessary intent-to-use application shall constitute Collateral, (b) nonassignable licenses or advisable for contracts, which by their terms require the purpose consent of perfectingthe licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantorincluding, without limitation, Sections 9406, 9407 and 9408 of the signature of any Grantor, UCC) and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 CollateralExcluded Account.
Appears in 3 contracts
Samples: Loan and Security Agreement (G1 Therapeutics, Inc.), Loan and Security Agreement (G1 Therapeutics, Inc.), Loan and Security Agreement (G1 Therapeutics, 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 Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles, including Intellectual Property;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(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
(xiv) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in, and the definitions of “Security Interest” and “Article 9 Collateral” shall not include, (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof, (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 Pledgor’s right, title or interest in any property 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 grant of a security interest is prohibited by any rule of lawterm would be rendered ineffective pursuant to Section 9-406, statute 9-407, 9-408 or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture 9-409 of the Grantors’ rights in the property New York UCC or any other applicable law (including, without limitation, any Trademark applications filed in Title 11 of the United States Patent Code) or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Trademark Office 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 effect, (e) any Equipment owned by any Pledgor that is subject to a purchase money lien or a Capital Lease Obligation if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital 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 the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use Equipment or (f) that portion of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationUS Claire’s Marks owned by CBI.
(b) Each Grantor Pledgor hereby irrevocably authorizes the 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 with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Xxxxxxx is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor and (ii) a description of collateral that describes such property in any other manner 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 Notes Collateral Agent promptly upon requestrequest (acting at the written direction of the Required Lenders). The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) 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 Grantor, Pledgor without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Notes 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 of such Pledgor constituting Patents, Trademarks or Copyrights unless required by the Collateral Agent (acting at the written direction of the Required Lenders), in its reasonable discretion.
(c) The Security Interest is granted as security only and shall not subject the Notes 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 3 contracts
Samples: Term Loan Credit Agreement, Guarantee and Collateral Agreement (Claires Stores Inc), Term Loan Credit Agreement (Claires Stores 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 Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Money, whether held in a Deposit Account or in the possession of the Administrative Agent;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Intellectual Property;
(xii) all Commercial Tort Claims described on Schedule V hereto, as updated from time to time;
(xiii) all cash held in any Securities Account;
(xiv) all books and Records pertaining to the Article 9 Collateral; and
(xv) all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any vehicle or any other property covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Excluded Equity Interests, (c) any Letter of Credit Rights, except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements, and to the extent such Pledgor is not required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (d) any Pledgor’s right, title or interest in any lease, 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 lease, 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 or create a right of termination in favor of or require the consent of any other party thereto (other than such Pledgor), such lease, license, 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 (including, without limitation, Title 11 of the United States Code) or principles of equity), (e) assets to the extent the granting of a security interest therein would be prohibited or restricted by applicable law, rule or regulation (including any requirement to obtain the consent of any Governmental Authority), (f)(i) payroll and other employee wage and benefit accounts, (ii) tax accounts, including, without limitation, sales tax accounts, (iii) escrow accounts and (iv) fiduciary or other trust accounts, and, in the case of clauses (i) through (iv), the funds or other property held in or maintained in such account, (g) any Commercial Tort Claim with a value not in excess of $5.0 million, as determined in good faith by the Borrower, (h) any governmental licenses or State or local franchises, charters or authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibition or restriction, (i) assets if the granting of a security interest therein would result in (i) material adverse tax consequences (including, without limitation, as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) or (ii) material adverse regulatory consequences, in each case as reasonably determined by the Borrower and with the consent of the Administrative Agent (which consent will not to be unreasonably withheld, delayed or conditioned), (j) those assets as to which the Administrative Agent and the Borrower reasonably agree in writing that any of the cost, difficulty, burden or consequences of obtaining such a security interest are excessive in relation to the benefit to the Lenders of the security to be afforded thereby, (k) any United States “intent to use” trademark application or intent-to-use service xxxx application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that the grant of a security interest is prohibited by any rule of law, statute therein would impair the validity or regulation or is prohibited byenforceability of, or constitutes a breach render void or default under voidable or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture cancellation of the Grantors’ rights applicable Pledgor’s right, title or interest therein or any trademark or service xxxx issues as a result of such application under applicable federal law, after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the property includingCollateral, without limitation, (l) any Trademark applications filed in the United States Patent assets and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant proceeds thereof subject to a Capital Lease Obligations or a purchase money Lien permitted by Section 1(c) or Section 1(d6.02(i) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), Credit Agreement to the extent the documents providing for such Capital Lease Obligation or purchase money Lien do not permit such assets and proceeds thereof to the pledged to the Administrative Agent and (m) any assets acquired after the date hereof subject to a Lien permitted by Section 6.02(c) of the Credit Agreement that granting a lien existed on such assets at the time of the acquisition thereof and was not incurred in such Trademark application prior to such filing would adversely affect the enforceability or validity contemplation of such Trademark applicationacquisition so long as the documents providing for such Lien do not permit such assets to be pledged to the Administrative Agent (the assets described in clauses (a) through (l) above, collectively, the “Excluded Assets”); provided that such exclusions shall not apply to the proceeds of any of the foregoing property.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Notes Collateral 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) with respect to the Article 9 Collateral (including all Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Administrative 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 Pledgor agrees to provide such information to the Notes Collateral Administrative Agent promptly upon request. As of the Closing Date, the filing jurisdictions for filing of each applicable Uniform Commercial Code financing statement is as set forth on Schedule IV. The Notes Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) 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 Grantor, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Notes Collateral 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 is granted as security only and shall not subject the Notes Collateral 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: Term Loan Guarantee and Collateral Agreement (CPG Newco LLC), Abl Guarantee and Collateral Agreement (CPG Newco LLC), Term Loan Guarantee and Collateral Agreement (CPG Newco LLC)
Security Interest. (a) As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or performance, as otherwise) and performance of all the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges Company grants to the Notes Collateral Agent, its successors and assigns, for the benefit of Agent and the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesPurchasers, a security interest (the “Security Interest”) in and Lien upon all of such Company’s right, title or title, and interest in or and to any all Fixtures and all of the following assets and properties personal property, in each case, 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 arising and wherever located (collectively, the “UCC Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary that constitutes a Permitted Investment); (g) Deposit Accounts; (h) Cash; (i) all Copyrights;
Goods; (iij) all Patents;
Commercial Tort Claims described in Schedule 4.15 (iiitogether with Commercial Tort Claims subject to a further writing provided in accordance with Section 6.3); (k) all Trademarks;
Contracts; (ivl) all Licenses;
(v) all other Intellectual Property; and all other tangible and intangible personal property of such Company whether now or hereafter owned or existing or acquired by such Company, and wherever located; and
(vi) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any Person with respect replacements for, and rents, profits and products of each of the foregoing and all books and records pertaining to each the foregoing. Notwithstanding any of the foregoing. provided, howeverthe Collateral shall not under any circumstance include, that notwithstanding and no security interest is granted in (i) any of the other provisions herein (and notwithstanding rights or interest in any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Officecontract, U.S. Copyright Officelease, permit, license, or other IP registry office)license agreement covering real or personal property of a Company if under the terms of such contract, this Agreement shall not constitute a lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (i) shall in any property no way be construed (1) to apply to the extent that such grant any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of a security interest is prohibited by any rule of the UCC or other applicable law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise (2) to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), apply to the extent that granting a any consent or waiver has been obtained that would permit Agent’s security interest or lien in such Trademark application prior to such filing would adversely affect notwithstanding the enforceability prohibition or validity restriction on the pledge of such Trademark application.
contract, lease, permit, license, or license agreement and (bB) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for foregoing exclusions of this clause (i) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of a Company in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, or license agreement (including any Accounts), or (2) any proceeds from the benefit sale, license, lease, or other dispositions of any such contract, lease, permit, license, or license agreement); (ii) any assets subject to Liens under the Mississippi Loan Documents as of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 date of the Uniform Commercial Code First Closing, (iii) any cash or cash equivalents described in clause (vii) of the analogous legislation definition of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any GrantorPermitted Indebtedness, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(civ) The Security Interest is granted as security only and shall not assets subject the 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 a Lien permitted under clause (vii) of the Collateraldefinition of “Permitted Liens”.
Appears in 3 contracts
Samples: Senior Secured Convertible Promissory Note Purchase Agreement (Kior Inc), Senior Secured Promissory Note and Warrant Purchase Agreement (Kior Inc), Senior Secured Promissory Note and Warrant Purchase Agreement (Kior 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 grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its 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 or and interest in or in, 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 “Filing Collateral”):
(i) the following (collectively, the “Account Collateral”):
(1) all Copyrightsdeposit accounts, securities accounts, proceeds accounts and all funds and financial assets from time to time credited thereto (including, without limitation, all cash equivalents), and all certificates and instruments, if any, from time to time representing or evidencing any such accounts;
(2) all promissory notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent for or on behalf of such Grantor in substitution for or in addition to any or all of the then existing Account Collateral; and
(3) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral;
(ii) all Patentsequipment in all of its forms, including, without limitation, all machinery, tools, furniture and fixtures, and all parts thereof and all accessions thereto, including, without limitation, computer programs and supporting information that constitute equipment within the meaning of the UCC;
(iii) all Trademarksinventory in all of its forms, including, without limitation, (1) all raw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (2) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (3) goods that are returned to or repossessed or stopped in transit by such Grantor, and all accessions thereto and products thereof and documents therefor, including, without limitation, computer programs and supporting information that constitute inventory within the meaning of the UCC;
(iv) all Licensesother goods;
(v) all other Intellectual Property; andProperty (the “IP Collateral”);
(vi) all Proceeds investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and products (E) commodity accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all warrants, rights or options issued thereon or with respect thereto;
(vii) all letter-of-credit rights;
(viii) all commercial tort claims;
(ix) all accounts (including, without limitation, health-care-insurance receivables), chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, general intangibles (including, without limitation, payment intangibles) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property;
(x) each of the agreements to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due thereunder or pursuant thereto, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) claims of such Grantor for damages arising out of or for breach of or default thereunder and (iv) the right of such Grantor to terminate such agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(xi) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral;
(xii) all general intangibles; and
(xiii) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the foregoing Collateral (including, without limitation, proceeds, collateral and Supporting Obligations that constitute property of the types described in clauses (i) through (xii) of this Section 3.01(a)) and, to the extent not otherwise included, all collateral security and guarantees given (A) payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by any Person reason of loss or damage to or otherwise with respect to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantorforegoing Collateral, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(cB) The Security Interest is granted as security only and shall not subject the 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.cash;
Appears in 3 contracts
Samples: Credit Agreement (Amplify Snack Brands, INC), Credit Agreement (TA Holdings 1, Inc.), Collateral Agreement (TA Holdings 1, 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 its Loan Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDeposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Inventory and all other Goods not otherwise described above;
(ix) all Investment Property;
(x) all Commercial Tort Claims with respect to the matters described on Schedule III;
(xi) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in, and the term “Article 9 Collateral” shall not include, any of the following (collectively, the “Excluded Assets”): (t) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (u) 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 5.09 of the Term Loan Agreement would not be required to be satisfied by reason of Section 5.09(g) of the Term Loan Agreement if hereafter acquired, (v) any property excluded from the definition of Pledged Collateral pursuant to Section 3.01 hereof (other than clause (i)(D) thereof), (w) 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, (x) any Grantor’s right, title or interest in any property 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, 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 Grantor is a party (other than to the extent that any such grant of a security interest is prohibited by any rule of lawterm would be rendered ineffective pursuant to Section 9-406, statute 9-407, 9-408 or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture 9-409 of the Grantors’ rights in the property New York UCC or any other applicable law (including, without limitation, any Trademark applications filed in Title 11 of the United States Patent Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Trademark Office 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, (y) any Equipment owned by any Grantor that is subject to a purchase money lien or a Capital Lease Obligation if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of any person other than the Grantors as a condition to the creation of any other security interest on the basis of such Grantor’s Equipment, or (z) any “intent-to-use” such trademarkapplications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until acceptable evidence an Amendment to Allege Use or a Statement of use Use under Sections 1(c) and 1(d) of the Trademark has been filed with Xxxxxx Act is submitted to, and accepted by, the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051Office, et seq.), solely to the extent and for the duration, if any, that granting the pledge or grant of a lien security interest in such Trademark application prior to such filing would adversely affect result in the enforceability or validity invalidation of such Trademark applicationapplication or any resulting registration. The Administrative Agent agrees to execute an amendment to this Section 4.01(a) (if necessary) to exclude from the Article 9 Collateral any asset which would be so excluded by the operation of clause (vii) or (viii) of Section 5.09(g) of the Term Loan Agreement.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, (ii) 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 (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, whether now owned or hereafter acquired” or “all property, whether now owned or hereafter acquired” or using words of similar import. Each Grantor agrees to provide such information to the Notes Collateral Administrative Agent promptly upon request. The Notes Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office 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 granted by each Grantor, without the signature of any such Grantor, and naming any such Grantor or the Grantors as debtors and the Notes Collateral Administrative Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral 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: Term Loan Agreement (Realogy Group LLC), Guarantee and Collateral Agreement (Realogy Group LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest and lien (the “Security Interest”) ), in and on all right, title or interest in or to 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 “Collateral”):
(i) all CopyrightsAccounts;
(ii) all PatentsCommercial Tort Claims set forth on Schedule VI hereto;
(iii) all TrademarksChattel Paper;
(iv) all LicensesDeposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all FCC Licenses (except solely to the extent prohibited by applicable law (it being understood and acknowledged that as of the date hereof applicable law does not permit the grant of a security interest directly in an FCC License or the public interest in the underlying spectrum)) and (i) the present and future value to the Grantors of such FCC Licenses, and the right to receive any payment of money in respect of (including on account of the transfer, assignment or disposition of) such FCC Licenses or any present or future value to the Grantors of such FCC Licenses (including, without limitation, general intangibles in respect of such FCC Licenses or the value to the Grantors thereof for money due or to become due to the Grantors or their respective representatives or successors in respect of any of the foregoing), (ii) any Proceeds, products, offspring, accessions, rents, profits, income or benefits to the Grantors of all FCC Licenses or any present or future value to the Grantors of all FCC Licenses, and (iii) to the maximum extent not prohibited by law, all other rights incident or appurtenant to the FCC Licenses;
(viii) all General Intangibles;
(ix) all Payment Intangibles;
(x) all Goods;
(xi) all Instruments;
(xii) all Inventory;
(xiii) all Investment Property;
(xiv) all Intellectual Property;
(xv) all Letter-of-Credit Rights;
(xvi) all Pledged Collateral;
(xvii) all books and records pertaining to the Collateral;
(xviii) all Supporting Obligations; and
(vixix) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of foregoing. Notwithstanding the foregoing. provided, howeverthe Security Interest shall not extend to, that notwithstanding any of and the other provisions herein term “Collateral” (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement component definition thereof) shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitationinclude, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationExcluded Property.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction and in any initial relevant office any (i) financing statements with respect to the Collateral or any part thereof and amendments thereto that (A) indicate the Collateral as all assets of such Grantor or words of similar effect, and (B) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (ii) in addition to the foregoing and to the documents referred to below, all other documents as may be necessary or appropriate for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor if permitted by applicable law, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party, together with all information necessary or appropriate to be filed therewith. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon written request. The Notes Collateral Agent agrees, upon request by the Borrower and at its expense, to furnish copies of such filings and other documents to the Borrower.
(c) The Collateral Agent is further irrevocably authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes 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 is granted as security only and and, except as otherwise required by applicable law, shall not subject the 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. Nothing contained in this Agreement shall be construed to make the Collateral Agent or any other Secured Party liable as a shareholder of any corporation, 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 exercise its rights and remedies and 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 2 contracts
Samples: Collateral Agreement (FiberTower CORP), Collateral Agreement (FiberTower CORP)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as otherwise) of all 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 Borrower hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title or title, and interest in or in, to any and under all of the following assets and properties Borrower’s personal property now owned or at any time hereafter acquired, and other assets including without limitation the following (except as set forth herein) whether now owned 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 “Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) all Copyrights;
Goods and other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located; and (iij) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing. ; provided, however, that notwithstanding the Collateral shall (i) include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”) and (ii) not include (A) more than 65% of the issued and outstanding voting capital stock of any Subsidiary that is incorporated or organized in a jurisdiction other provisions herein than the United States or any state or territory thereof or the District of Columbia; (and notwithstanding B) Intellectual Property (other than Rights to Payment); (C) any recording Equipment or Proceeds thereof that is subject to a Lien that is otherwise permitted by clause (vii) of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not definition of “Permitted Lien” hereunder if inclusion of such Equipment would constitute a grant breach by Borrower of its agreement with a third-party equipment lessor or lender, provided, that upon the release of any such Lien such Equipment shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein; and (D) 100% of the issued and outstanding capital stock of the MSC Subsidiary. Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in any property the underlying Intellectual Property is necessary to the extent that such grant of have a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contractRights to Payment, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in and the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis existence of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) security interest would not otherwise violate or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at breach any time and from time to time to file provision in any relevant jurisdiction any initial financing statements applicable agreement or contract that is enforceable under the UCC with respect to the applicable Intellectual Property, then the Collateral or any part thereof shall automatically, and amendments thereto that contain the information required by Article 9 effective as of the Uniform Commercial Code or Closing Date, include the analogous legislation Intellectual Property to the extent necessary to permit perfection of each applicable jurisdiction for Agent’s security interest in the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued Rights to such GrantorPayment. Each Grantor Lender hereby agrees to provide such information Borrower, at Borrower’s expense, with any release, partial termination or other documents reasonably requested by Borrower to reflect or confirm that the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with does not include any property excluded from the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partydefinition thereof.
(c) The Security Interest is granted as security only and shall not subject the 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 2 contracts
Samples: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.), Loan and Security Agreement (Aveo Pharmaceuticals 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, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments other than debt obligations, which are governed by Article II;
(viii) all Inventory and all other Goods not otherwise described above;
(ix) all Investment Property other than the Pledged Collateral and debt obligations, which are governed by Article II;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims individually in excess of $10,000,000, as described on Schedule IV (as 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. providedNotwithstanding anything to the contrary in this Agreement, however, that notwithstanding any of the other provisions herein (and notwithstanding Credit Agreement Documents, the other Notes Indenture Documents or any recording of the Notes Collateral Agent’s Other First Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)Agreement, this Agreement shall not constitute a grant of a security interest in any property to (and the extent that such grant of a security interest is prohibited by any rule of lawArticle 9 Collateral shall not include), statute or regulation or is prohibited by, or constitutes a breach or default under or results in and the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture provisions of the Grantors’ rights in Credit Agreement Documents, the property includingNotes Indenture Documents and any Other First Lien Agreement with respect to Collateral need not be satisfied with respect to, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationExcluded Property.
(b) Each Grantor Pledgor hereby irrevocably authorizes the 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) with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such 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 Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property”. Each Grantor Pledgor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office 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 granted by each GrantorPledgor in such Pledgor’s Patents, Trademarks and Material Copyrights, without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Notes 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 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 of such Pledgor constituting Patents, Trademarks or Copyrights or any other assets.
(c) The Security Interest is granted as security only and shall not subject the Notes 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 (McGraw-Hill Interamericana, Inc.), Collateral Agreement (McGraw-Hill Global Education LLC)
Security Interest. (a) As This Agreement and the other Credit Documents, upon execution and delivery thereof by the parties thereto and entry of the DIP Orders (and subject to the terms therein), will create in favor of the Lenders a legal, valid and enforceable security for interest in the payment or performanceCollateral described therein and the proceeds thereof, which security interest shall be deemed valid and perfected as of the case may beEffective Date by entry of the DIP Orders with respect to each Credit Party and which shall constitute continuing Liens on the Collateral having priority over all other Liens on the Collateral, in full of securing all the Obligations, including other than the GuaranteesCarve-Out and as otherwise set forth in the DIP Orders. The Lenders shall not be required to file or record (but shall have the option and authority to file or record) any financing statements, each Grantor hereby assigns and pledges mortgages, notices of Lien or similar instruments, in any jurisdiction or filing office or to take any other action in order to validate, perfect or establish the Notes Collateral Agent, its successors and assigns, for the benefit priority of the Secured PartiesLiens and security interest granted by or pursuant to this Agreement, and hereby grants any other Credit Document or the DIP Orders.
(b) Pursuant to the Notes Collateral Agent, its successors and assigns, for the benefit Section 364(c)(1) of the Secured PartiesBankruptcy Code, a security interest the Obligations of the Credit Parties shall at all times constitute allowed senior administrative expenses against each of the Credit Parties in the Chapter 11 Cases (without the “Security Interest”) in all rightneed to file any proof of claim or request for payment of administrative expense), title or interest in or to with priority over any and all of the following assets other administrative expenses, adequate protection claims, diminution claims 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 “Collateral”):
(i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) all Proceeds and products claims against the Credit Parties, now existing or hereafter arising, of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. providedkind or nature whatsoever, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use all administrative expenses of the Trademark has been filed with the United States Patent kind specified in sections 503(b) and Trademark Office pursuant to Section 1(c) or Section 1(d507(b) of the Xxxxxx Act (15 U.S.C. 1051Bankruptcy Code, et seq.and over any and all other administrative expense claims arising under Sections 105, 326, 328, 330, 331, 503(b), 506(c) (with any claims arising under Section 506(c) only subject to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit entry of the Secured DIP Orders), 507(a), 507(b), 546, 726, 1113 and 1114 of the Bankruptcy Code, whether or not such expenses or claims may become secured by a judgment Lien or other nonconsensual Lien, levy or attachment, which allowed claims shall for purposes of section 1129(a)(9)(A) of the Bankruptcy Code be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code, and which shall be payable from and have recourse to all pre- and post-petition property of the Credit Parties at any time and from time their estates and all proceeds thereof, subject, as to time to file in any relevant jurisdiction any initial financing statements with respect priority, only to the Collateral or any part thereof Carve-Out and amendments thereto that contain as otherwise set forth in the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partyDIP Orders.
(c) The Security Interest is granted as security only and shall not subject the 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 2 contracts
Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement (Carbo Ceramics Inc), Restructuring Support Agreement (Carbo Ceramics Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 in the following (collectively, the “Article 9 Collateral”):
(i) all CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims described on Schedule IV;
(xii) all books and records pertaining to the Article 9 Collateral; and
(vixiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, notwithstanding the foregoing, no security interest granted under this Section 4.01(a) shall attach to: (A) the Excluded Equity Interests; (B) insofar as the Pledged Stock secures Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that notwithstanding such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations); (C) any governmental license, permit, registration or other authorization of any Grantor or any of its rights or interests thereunder, if and for so long as the grant of such security interest is not permitted by or is ineffective under any law or shall constitute or result in (x) the unenforceability of any right of such Grantor therein or (y) a breach or termination pursuant to the terms of, or a default under, any such authorization (other than to the extent any such law or term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity); provided, further, 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 authorization that does not result in any of the other provisions herein consequences specified in clause (x) or (y) above, including any Proceeds of such authorization; (D) any contract or agreement to which any Grantor is a party or any of its rights or interests thereunder, if and notwithstanding for so long as the grant of such security interest shall constitute or result in (x) the unenforceability of any recording right of such Grantor therein or (y) a breach or termination pursuant to the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Officeterms of, or a default under, any such contract or agreement (other IP registry office), this Agreement shall not constitute a grant of a security interest in any property than to the extent that any such grant term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of a the New York UCC or any other applicable law or principles of equity); provided, further, that such security interest is prohibited by 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 rule portion of law, statute such contract or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would agreement that does not result in the forfeiture any of the Grantors’ rights consequences specified in the property includingclause (x) or (y) above, without limitation, including any Proceeds of such contract or agreement; and (E) any intent-to-use Trademark applications filed application pending in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the applicable Trademark has been filed with the United States Patent and Trademark Office accepted by such office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.)Act, to the extent that granting a lien security interest in such Trademark application prior to such filing would adversely affect the enforceability or validity or result in cancellation of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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, it being understood, however, that no fixture filings will be required to be made. Each The Grantor agrees to provide such information to the Notes 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 Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or and the United States Copyright Office (or any successor office or any similar office in any other countryoffice) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without Grantor to the signature of any GrantorCollateral Agent in Intellectual Property included in the Article 9 Collateral, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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.
Appears in 2 contracts
Samples: Guarantee and Pledge Agreement (Cb Richard Ellis Group Inc), Guarantee and Pledge Agreement (Cb Richard Ellis Group Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims;
(xii) all books and records pertaining to the Article 9 Collateral; and
(vixiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. ; provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of set forth in this Section 4, in no event shall the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in granted under this Section 4 attach to any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationExcluded Collateral.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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 Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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.
Appears in 2 contracts
Samples: Second Lien Guarantee and Collateral Agreement (Itc Deltacom Inc), First Lien Guarantee and Collateral Agreement (Itc Deltacom 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 its Obligations, including each Pledgor other than Holdings (all references to a Pledgor or to the Guarantees, Pledgors in this Article IV shall be deemed to be a reference to each Grantor Pledgor other than Holdings) hereby assigns and pledges to the Notes Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, permitted assigns for the benefit of the Secured Parties, a continuing security interest (the “Security Interest”) in and lien on, all right, title or and interest in or to 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 regardless of where located (collectively, the “Article 9 Collateral”):
(i) all CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Commercial Tort Claims;
(xi) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)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 6.10 of the Term Credit Agreement would not be required to be satisfied by reason of Section 6.10(g) of the Term Credit Agreement if hereafter acquired, (c) any property excluded from the definition of Pledged Collateral pursuant to 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, (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 grant of a security interest is prohibited by any rule of lawterm would be rendered ineffective pursuant to Section 9-406, statute 9-407, 9-408 or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture 9-409 of the Grantors’ rights in the property New York UCC or any other applicable law (including, without limitation, any Trademark applications filed in Title 11 of the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(cCode) or Section 1(dprinciples 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 effect, or (f) any Equipment owned by any Pledgor that is subject to a purchase money lien or a Capital Lease Obligation if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of any person other than the Xxxxxx Act (15 U.S.C. 1051, et seq.), Pledgors as a condition to the extent that granting a lien in creation of any other security interest on such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationEquipment.
(b) Each Grantor Pledgor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) 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 (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 Notes Collateral Agent promptly upon request. .
(c) The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office 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 granted by each GrantorPledgor, without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Notes Collateral Agent as secured party.
(cd) The Security Interest is granted as security only and shall not subject the Notes 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: Guarantee and Collateral Agreement (Noranda Aluminum Holding CORP), Credit Agreement (Noranda Aluminum Holding CORP)
Security Interest. (a) 4.1. As security for the payment or prompt performance, as the case may be, observance and payment in full of the all Obligations, including the Guaranteeswe hereby grant to you a continuing security interest in, each Grantor hereby assigns a lien upon and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit a right of the Secured Partiessetoff against, and we hereby grants assign, transfer, pledge and set over to you the Notes Collateral Agent, its successors and assigns, for the benefit following (which together with any of the Secured Parties, our other property in which you may at any time have a security interest or lien, whether pursuant to this Agreement or any supplement hereto, or otherwise, are herein collectively referred to as the "Collateral"): All present and future (a) accounts; (b) moneys, securities and other property and the “Security Interest”proceeds thereof, now or hereafter held or received by, or in transit to you from or for us, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all of our deposits (general or special), balances, sums and credits with you at any time existing; (c) in all of our right, title or interest in or to any and interest, and all of our rights, remedies, security and liens, in, to and in respect of the following assets Accounts and properties now owned other Collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or at secured party, guaranties or other contracts of suretyship with respect to the Accounts, deposits or other security for the obligation of any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any Account Debtor, and credit and other insurance; (d) all of our right, title and interest in, to and in respect of all goods relating to, or interest which by sale have resulted in, Accounts including, without limitation, all goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, any Accounts or other Collateral, including, without limitation, all returned, reclaimed or repossessed goods; (collectively, the “Collateral”):
(ie) all Copyrights;
deposit accounts; (iif) all Patents;
books, records, ledger cards, computer programs, and other property and general intangibles evidencing or relating to the Accounts and any other Collateral or any Account Debtor, together with the file cabinets or containers in which the foregoing are stored (iii) all Trademarks;
"Records"); (iv) all Licenses;
(vg) all other Intellectual Propertygeneral intangibles of every kind and description, including, without limitation, trade names and trademarks, and the goodwill of the business symbolized thereby, patents, copyrights, licensee and Federal, State and local tax refund claims of all kinds; and
and (vih) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any proceeds of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of lawform, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis claims against third parties for loss or damage to or destruction of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use any or all of the Trademark has been filed foregoing.
4.2. We shall keep and maintain, at our cost and expense, satisfactory and complete books and records of all Accounts, all payments received or credits granted thereon, and all other dealings therewith. At such times as you may request, we shall deliver to you all original documents evidencing the sale and delivery of goods or the performance of services which created any Accounts, including but not limited to all original contracts, orders, invoices, bills of lading, warehouse receipts, delivery tickets and shipping receipts, together with schedules describing the Accounts and/or written confirmatory assignments to you of each Account, in form and substance satisfactory to you and duly executed by us, together with such other information as you may request. In no event shall the making or the failure to make or the content of any schedule or assignment or our failure to comply with the United States Patent provisions hereof be deemed or construed as a waiver, limitation or modification of your security interest in, lien upon and Trademark Office pursuant to Section 1(c) or Section 1(d) assignment of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code our representations, warranties or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (covenants under this Agreement or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partysupplement hereto.
(c) The Security Interest is granted as security only and shall not subject the 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 2 contracts
Samples: Loan Agreement (Pny Technologies Inc), Loan Agreement (Pny Technologies Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor Guarantor 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Goods;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims listed on Schedule 4.01 hereto;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiv) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any property 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(g) of the Credit Agreement, (c) any assets to the extent that that, as of the Effective Date, and for so long as, such grant of a security interest is prohibited by would violate a contractual obligation or applicable law binding on such asset, (d) any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination property of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in Person acquired by a Guarantor after the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office Effective Date pursuant to Section 1(c) or Section 1(d6.04(l) of the Xxxxxx Act (15 U.S.C. 1051Credit Agreement, et seq.)if, and to the extent that granting that, and for so long as, (A) such grant of a lien security interest would violate applicable law or any contractual obligation binding upon such property and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such property in such Trademark application prior to such filing would adversely affect contemplation of or in connection with the enforceability or validity acquisition of such Trademark applicationSubsidiary (provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary) provided that each Guarantor shall use its commercially reasonable efforts to avoid any such restriction described in this clause (d), or (e) any Letter of Credit Rights to the extent any Guarantor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose.
(b) Each Grantor Guarantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Guarantor is an organization, the type of organization and any organizational identification number issued to such GrantorGuarantor, (ii) 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 (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” or words of similar effect. Each Grantor Guarantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each GrantorGuarantor, without the signature of any GrantorGuarantor, and naming any Grantor Guarantor or the Grantors Guarantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral 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 (Celanese CORP), Guarantee and Collateral Agreement (Celanese CORP)
Security Interest. (a) 1.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as otherwise) of all 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 Borrower grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title or title, and interest in or in, to any and under all of Borrower’s personal property and other assets including without limitation the following assets and properties (except as set forth herein) 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 “Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) Goods; and all other Intellectual Propertytangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of the Agent; and
(vi) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing. provided, however, that notwithstanding any .
1.2 Notwithstanding the broad grant of the other provisions herein security interest set forth in Section 3.1 above, the Collateral shall not include (and notwithstanding “Excluded Collateral”): (a) any “intent to use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence statement of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or otherwise, provided, that upon submission and acceptance by the United States Copyright Patent and Trademark Office of an amendment to allege use of an intent-to-use trademark application pursuant to 15 U.S.C. Section 1060(a) (or any successor office or any similar office in any other countryprovision) such documents as may be necessary intent-to-use application shall constitute Collateral, (b) nonassignable licenses or advisable for contracts, which by their terms require the purpose consent of perfecting, confirming, continuing, enforcing the licensor thereof or protecting another party (but only to the Security Interest granted by each Grantorextent such prohibition on transfer is enforceable under applicable law including, without limitation, Sections 9-406, 9-407, 9-408 and 9-409 of the signature of any GrantorUCC), and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as any Excluded Accounts, (d) any assets to which the Agent in its sole discretion shall determine that the costs and burdens of obtaining or perfecting a security only interest therein substantially outweigh the benefit to the Lenders of the security afforded thereby (including, without limitation, vehicles and shall not other assets subject to a certificate of title), (e) more than 65% of the Notes Collateral Agent issued and outstanding shares of capital stock which entitle the holder thereof to vote for directors or any other Secured Party to, or in any way alter or modify, any obligation or liability matter of any Grantor Foreign Subsidiary or any Foreign Subsidiary Holding Company, to the extent that the pledge of more than 65% of such voting stock of such Foreign Subsidiary or Foreign Subsidiary Holding Company could reasonably be expected to result in a material adverse tax consequence to Borrower, and solely for as long as such consequence could result, (f) property for which the granting of a security interest therein is contrary to applicable law, rule or regulation, provided that upon the cessation of any such restriction or prohibition, such property shall automatically be included in the Collateral, (g) any cash collateral deposit subject to a Permitted Lien hereunder, if the grant of a security interest with respect to such property pursuant to this Agreement would be prohibited by the agreement creating such Permitted Lien or arising out would otherwise constitute a default thereunder or create a right of termination in favor of a party thereto (other than Borrower or any Subsidiary thereof), provided that upon the termination and release of such cash collateral, such property shall automatically be included in the Collateral, (h) any lease, license or other agreement and any property subject thereto on the Closing Date or on the date of the Collateralacquisition of such property (other than any property acquired by Borrower subject to any such contract or other agreement to the extent such contract or other agreement was incurred in contemplation of such acquisition) to the extent that a grant of a security interest therein to secure the Secured Obligations would violate or invalidate such lease, license, contract or agreement or create a right of termination in favor of any other party thereto (other than Borrower or any Subsidiary thereof) (but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Article 9 of the UCC), including any Equity Interests of JV Entities owned by Borrower or any Subsidiary thereof, or (i) property owned by Borrower that is subject to a purchase money Lien or a capital lease (and the proceeds thereof) permitted under this Agreement if the contractual obligation pursuant to which such Lien is granted (or in the document providing for such capital lease) prohibits or requires the consent of any person other than Borrower which has not been obtained as a condition to the creation of, any other Lien on such property.
1.3 Upon termination of this Agreement and repayment in full of all Secured Obligations (other than any inchoate indemnity obligations, any obligations under Bank Services Agreements constituting Secured Obligations that are cash collateralized in accordance with Section 3.4 of this Agreement or for which other satisfactory arrangements with the provider of such Bank Services have been made and any other obligations which, by their terms, are to survive the termination of this Agreement), all security interests in the Collateral granted under this Agreement shall terminate and all rights on the Collateral shall revert to Borrower. The Agent shall execute such documents and take such other steps as are reasonably necessary for Borrower to accomplish the foregoing, all at Borrower’s sole cost and expense.
1.4 The security interest granted in Section 3.1 of this Agreement shall continue until the Secured Obligations (other than any inchoate indemnity obligations, any obligations under Bank Services Agreements constituting Secured Obligations that are cash collateralized in accordance with this Section 3.4 of this Agreement or for which other satisfactory arrangements with the provider of such Bank Services have been made and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid in full and Lenders have no further commitment or obligation hereunder or under the other Loan Documents to make any further Advances, and shall thereupon terminate upon Borrower providing cash collateral or other credit support (if any) acceptable to SVB in its reasonable discretion (and executing, delivering and filing, alone or with SVB, any financing statements, security agreements, collateral assignments, notices, control agreements or other documents to perfect SVB’s security interest in such cash collateral) for Secured Obligations constituting Bank Services, if any, and Lenders and the Agent shall, at Borrower’s expense, take all actions reasonably requested by Borrower to evidence such termination. In the event there are Bank Services that are Secured Obligations consisting of outstanding Letters of Credit, upon the termination or acceleration of the Secured Obligations hereunder, Borrower shall provide to SVB cash collateral (and execute, deliver and file, alone or with SVB, any financing statements, security agreements, collateral assignments, notices, control agreements or other documents to perfect SVB’s security interest in such cash collateral) in an amount equal to at least (i) one hundred three percent (103.0%) of the face amount of all such Letters of Credit denominated in Dollars and (ii) one hundred eight percent (108.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Currency, plus, in each case all interest, fees, and costs due or to become due in connection therewith (as estimated by SVB in its good faith business judgment), to secure all of the Secured Obligations relating to such Letters of Credit after the termination or acceleration of the Secured Obligations hereunder. Notwithstanding anything to the contrary herein, it is agreed and understood by SVB, on behalf of itself and its applicable Affiliates, that any cash collateral already, as of the Closing Date, securing letters of credit constituting Bank Services is sufficient cash collateral with respect to the face amounts of such letters of credit and no further cash collateral or other arrangements shall be required in respect thereof at the termination or acceleration of the Secured Obligations hereunder.
1.5 Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with SVB. Regardless of the terms of any Bank Services Agreement, Xxxxxxxx agrees that any amounts Borrower owes SVB thereunder shall be deemed to be Secured Obligations hereunder and that it is the intent of Borrower and SVB to have all such Secured Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Addendum 4 and Permitted Liens, and by any and all other security agreements, mortgages, or other collateral granted to the Agent by Xxxxxxxx as security for the Secured Obligations, now or in the future.
Appears in 2 contracts
Samples: Loan and Security Agreement (Oak Street Health, Inc.), Loan and Security Agreement (Oak Street Health, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all right, title or interest in or to any and all of the following assets and properties property of such Grantor 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”):), including:
(i) all CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Equipment;
(vi) all General Intangibles, including all Intellectual Property and Licenses;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims described on Schedule IV;
(xii) all books and records pertaining to the Article 9 Collateral; and
(vixiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. ; provided, however, that notwithstanding any of anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute constitute, and the term Article 9 Collateral shall not include, a grant of a security interest in any property to stock excluded from the extent that such grant definition of a security interest is prohibited by any rule of law, statute “Pledged Stock” or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationExcluded Assets.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Collateral or any part thereof and amendments thereto that (i) 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 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 GrantorGrantor 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 Notes Collateral Agent promptly upon request. The Notes Each Grantor also ratifies its authorization for the Collateral Agent is to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. Each Grantor hereby further authorized authorizes the Collateral Agent to execute and/or file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each GrantorGrantor (including without limitation the Copyright Security Agreement, without the signature of any GrantorPatent Security Agreement and the Trademark Security Agreement), and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party, and each Grantor agrees to execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request for purposes of the foregoing.
(c) The Security Interest is granted as security only and shall not subject the 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 2 contracts
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.), Guarantee and Collateral Agreement (Sportsmans Warehouse 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 Pledgor 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Intellectual Property;
(ix) all Goods and Inventory;
(x) all Investment Property including the Pledged Collateral;
(xi) all Letters of Credit and Letter of Credit Rights;
(xii) all Commercial Tort Claims as described on Schedule II hereto;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiv) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided.
(a) any vehicle covered by a certificate of title or ownership, however, that notwithstanding any whether now owned or hereafter acquired to the extent the filing of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall a financing statement cannot constitute a grant of perfect a security interest therein, (b) any Equity Interests owned on or acquired after the Closing Date (other than, in the case of shareholder agreements or other contractual obligations, (x) Equity Interests in the Borrower or (y) in the case of any property person which is a Wholly-Owned Subsidiary, Equity Interests in such person) in accordance with the Credit Agreement if, and to the extent that that, and for so long as doing so would violate applicable law or regulation or a shareholder agreement or other contractual obligation (in each case, after giving effect to the Anti-Non-Assignment Clauses) binding on such Equity Interests, (c) any assets to the extent that, and for so long as, such grant of a security interest is prohibited by any rule of law, statute therein would violate applicable law or regulation or is prohibited byor, or constitutes a breach or default under or results in the termination case of any contractassets acquired after the Closing Date, license, agreement, instrument 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 other document evidencing made binding on such assets in contemplation or giving rise to in connection with the acquisition of such property, or would result assets (except in the forfeiture case of assets acquired after the Closing Date with Indebtedness of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office type permitted pursuant to Section 1(c) or Section 1(d6.01(i) of the Xxxxxx Act 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, (15 U.S.C. 1051d) any Pledgor’s right, et seq.)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 granting a lien in any such Trademark application prior to such filing term would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect be rendered ineffective pursuant to the Collateral Anti-Non-Assignment Clauses or any part thereof and amendments thereto that contain the information required by Article 9 other applicable law or regulation (including Title 11 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent Code) or principles of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Trademark Office 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 effect, (e) any Equipment or United States Copyright Office other asset owned by any Pledgor that is subject to a purchase money lien or a Capital Lease Obligation, in each case, as permitted by the Credit Agreement, if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of any successor office person other than a Pledgor or a Subsidiary of a Pledgor as a condition to the creation of any similar office other security interest on such Equipment or asset and, in each case, such prohibition or requirement is permitted by the Credit Agreement, (f) 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 (g) those assets as to which the Borrower and the Administrative Agent shall reasonably determine in writing that such assets shall be excluded from Collateral hereunder pursuant to the Agreed Security Principles. In addition, the Security Interest in any asset of EVERTEC Costa Rica, S.A. (other countrythan any Equity Interests and related assets described in clauses (c), (d) and (e) of Section 2.01) shall be automatically released upon receipt by the Agent of a certificate of a Responsible Officer of the Borrower certifying that (i) such documents as may be release is necessary or advisable in order for the purpose of perfectingEVERTEC Costa Rica, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as S.A. to grant a security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or interest in any way alter or modify, any obligation or liability of any Grantor with respect such asset to or arising out of the Collateral.a third party and
Appears in 2 contracts
Samples: Collateral Agreement, Collateral Agreement (EVERTEC, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash;
(iv) all LicensesDeposit Accounts, all Commodity Accounts and all Securities Accounts;
(v) all other Intellectual Property; andDocuments;
(vi) all Proceeds Equipment;
(vii) all Fixtures;
(viii) all General Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property;
(xii) all Inventory;
(xiii) all Investment Property other than the Pledged Collateral;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all minerals, oil, gas and As-Extracted Collateral;
(xvi) all books and records pertaining to the Article 9 Collateral; and
(xvii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)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 property 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 Closing Date or acquired after the Closing Date with Indebtedness of the type permitted pursuant to Section 10.1(h) of the Credit Agreement) including, for the avoidance of doubt any assets subject to a Lien, on the Closing Date, pursuant to the Whitney Term Loan Documents (as defined in the Credit Agreement), 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 grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in interests would require obtaining the termination consent of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, governmental authority or would result in materially adverse tax consequences as reasonably determined by the forfeiture Borrower in consultation with the Collateral Agent, (c) those assets with respect to which, in the reasonable judgment of the Grantors’ rights Agent and the Borrower, evidenced in writing delivered by the property includingAgent, without limitationthe 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 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 law or of such license, contract or agreement, or result in a breach of the terms of, or constitute a default under, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” license, contract or agreement to which such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act Grantor is a party (15 U.S.C. 1051, et seq.), other than to the extent that granting 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 Title 11 of the 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 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 equipment or other asset owned by any Grantor that is subject to a purchase money lien or a Capitalized Lease Obligation, in each case, as not prohibited by the Credit Agreement, if the contract or other agreement in which such Trademark application prior Lien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any person other than the Grantors as a condition to the creation of any other security interest on such equipment or asset and, in each case, such prohibition or requirement is not prohibited by the Credit Agreement, (h) any foreign collateral or credit support with respect to such filing would adversely affect foreign collateral (other than any Pledged Stock of a Foreign Subsidiary directly owned by a Grantor and pledged pursuant to Article III hereof), (i) any real property (owned or leased) or oil and gas properties (owned or leased) other than the enforceability Mortgaged Properties or validity of such Trademark application(j) the Excluded Accounts (the foregoing clauses (a) through (j), the “Excluded Assets”).
(b) Each Grantor Pledgor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, (ii) 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 (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 agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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.
Appears in 2 contracts
Samples: Credit Agreement (Talos Energy Inc.), Credit Agreement (Talos Energy Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of its right, title or and interest in or in, 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 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 “Collateral”):
(i) all CopyrightsAccounts (other than Accounts that are identifiable proceeds of the sale or other disposition of Term Loan Exclusive Collateral);
(ii) all PatentsDeposit Accounts and all cash credited thereto, including, without limitation, the Concentration Account and the Control Accounts and all cash credited thereto (other than any Deposit Account that contains solely the identifiable cash proceeds of property that was Term Loan Exclusive Collateral when such cash proceeds arose);
(iii) all TrademarksInventory;
(iv) all LicensesPayment Intangibles;
(v) all other Intellectual Propertybooks and records pertaining to any and/or all of the Collateral; and
(vi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees supporting obligations given by any Person with respect to the foregoing.
(b) Anything herein to the contrary notwithstanding, in no event shall the security interest granted under this Section 3.01 attach to and the term “Collateral” shall not include (A) any lease, license, contract or agreement to which any Grantor is a party (other than contracts between or among Holdings and its subsidiaries), and any of the foregoing. providedits rights or interest thereunder, however, that notwithstanding any of the other provisions herein (if and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by or in violation of (i) any rule of law, statute rule or regulation applicable to such Grantor or is prohibited byany asset or property of any Grantor (with no requirement to obtain the consent of any Governmental Authority, including without limitation, no requirement to comply with the Federal Assignment of Claims Act or any similar statute), or constitutes (ii) a breach term, provision or default under or results in the termination condition of any contractsuch lease, license, agreementcontract or agreement (unless such law, instrument 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 New York UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition 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 (i) or (ii) above; provided further that the exclusions referred to in clause (A) of this Section 3.01(b) shall not include any Proceeds of any such lease, license, contract or agreement unless such Proceeds also constitute Excluded Assets; (B) any assets the pledge of or granting a security interest in which would (i) violate any law, rule or regulation applicable to such Grantor (with no requirement to obtain the consent of any Governmental Authority) or (ii) require a consent, approval, or other document evidencing authorization of a landlord or giving rise to such propertyother third party, or would result in the forfeiture case of this subclause (ii) only, if such consent, approval or other authorization cannot be obtained after the Grantorsuse of commercially reasonable efforts by the Grantors (provided that there shall be no requirement to obtain the consent of any Governmental Authority); (C) any Deposit Accounts specifically and exclusively used (1) for payroll, payroll taxes, workers’ rights compensation or unemployment compensation, pension benefits and other similar expenses to or for the benefit of any Grantor’s employees and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (2) as zero balance deposit accounts, (3) for trust or fiduciary purposes in the property ordinary course of business and (4) for all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any Trademark applications filed governmental unit thereof, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges) for which any Grantor may become liable; (D) any other Excluded Accounts (as defined in the United States Patent Credit Agreement); (E) any interest of a Grantor in any “Bank Property” (as defined in that certain Amended and Trademark Office Restated Consumer Credit Card Program Agreement dated November 5, 2009, by and between X. X. Xxxxxx Corporation, Inc. and GE Money Bank (as in effect on the basis of such Grantor’s date hereof, the “intent-to-use” such trademarkGE Agreement”)); and (F) any assets, unless and until acceptable evidence of use if in the reasonable judgment of the Trademark has been filed with Administrative Agent and the United States Patent and Trademark Office pursuant to Section 1(c) Parent Borrower, the burden, cost or Section 1(d) consequences of creating or perfecting such pledges or security interests in such assets shall be excessive in view of the Xxxxxx Act (15 U.S.C. 1051, et seq.), benefits to be obtained by the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationLenders therefrom.
(bc) Each Grantor hereby irrevocably authorizes the Notes Collateral 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 with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral by any description that reasonably approximates the description of such Collateral contained in this Agreement and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Administrative Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(cd) 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.
(e) The Security Interest is granted as security only and shall not subject the Notes Collateral 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 (J C Penney Co Inc), Guarantee and Collateral Agreement (J C Penney Co 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title or interest in or in, 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDocuments;
(iv) all LicensesEquipment;
(v) all General Intangibles;
(vi) all Instruments;
(vii) all Inventory;
(viii) all Investment Property;
(ix) all books and records pertaining to the Article 9 Collateral;
(x) all Goods and Fixtures;
(xi) all Money, cash, cash equivalents and Deposit Accounts;
(xii) all Letter-of-Credit Rights;
(xiii) all Commercial Tort Claims described on Schedule II from time to time, as such Schedule may be supplemented from time to time pursuant to Section 3.02;
(xiv) each Collateral Account, and all cash, Money, Securities and other investments deposited therein;
(xv) all Supporting Obligations;
(xvi) all Security Entitlements in any or all of the foregoing;
(xvii) all Intellectual Property; and
(vixviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (including proceeds of all insurance policies) and all collateral security and guarantees given by any Person with respect to any of the foregoing. .
(b) 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 3.01 shall not attach to, and Article 9 Collateral shall not include, such asset; provided, however, that notwithstanding any of the other provisions herein (Security Interest shall immediately attach to, and notwithstanding any recording of the Notes Article 9 Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitationimmediately include, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” asset (or portion thereof) upon such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant asset (or such portion) ceasing to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationbe Excluded Property.
(bc) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent (or its designee) 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets or all personal property of such Grantor or words of similar effect and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation UCC 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 GrantorGrantor 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 Notes Collateral Agent promptly upon request. The Notes Each Grantor also ratifies its authorization for the Collateral Agent is further authorized (or its designee) to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary relevant jurisdiction any initial financing statements or advisable for amendments thereto if filed prior to the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partydate hereof.
(cd) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the 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 2 contracts
Samples: Term Pledge and Security Agreement, Term Pledge and Security Agreement (Entegris Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Software;
(xi) all Letter-of-Credit rights;
(xii) all Commercial Tort Claims (as described in Schedule 12 to the Perfection Certificate);
(xiii) all books and records pertaining to the Article 9 Collateral; and
(vixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in any property General Intangible or any contract or agreement to which a Grantor is a party or any of its rights or interests hereunder if and for so long as the grant of such security interest shall constitute or result in (x) the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor therein, (y) 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 material consents shall have been obtained or (z) a breach or termination (or result in any party thereto having the right to terminate) pursuant to the terms of, or a default under, any such contract, lease, instrument, permit, franchise, license or agreement (other than to the extent that any such grant term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of a the New York UCC or any other applicable law or principles of equity); provided, however, that such security interest is prohibited by any rule of lawshall attach immediately at such time as the condition causing such abandonment, statute invalidation, unenforceability or regulation or is prohibited by, or constitutes a breach or default under termination, as the case may be, shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract, lease, instrument, permit, franchise or results agreement that does not result in any of the consequences specified in the termination of any contractimmediately preceding clause (x), license, agreement, instrument (y) or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property (z) including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis proceeds of such Grantor’s “intent-to-use” such trademarkcontract, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) lease, instrument, permit, franchise or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationagreement.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral 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 with respect to the Article 9 Collateral or the Pledged Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Administrative Agent promptly upon reasonable 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 Notes Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Administrative Agent as secured partyparty to the extent a security interest may be perfected by filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country).
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral 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 or Pledged Collateral.
Appears in 2 contracts
Samples: Second Lien Guarantee and Collateral Agreement (RedPrairie Holding, Inc.), Guarantee and Collateral Agreement (RedPrairie Holding, Inc.)
Security Interest. (ai) As security for To secure the prompt payment or performance, as the case may be, and performance in full when due, whether by lapse of time, acceleration or otherwise, of all of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit obligations of the Secured PartiesCompany under the Loan Documents (the “Obligations”), and the Company hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Buyer a continuing security interest (the “Security Interest”) in in, and a right to set off against, any and all right, title or and interest of the Company in or and to any and all of the following assets and properties following, whether now owned or at any time existing or owned, acquired, or arising 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 “Collateral”):
(i1) all CopyrightsAccounts;
(ii2) all Patentscash and cash equivalents;
(iii3) all TrademarksChattel Paper (including Electronic Chattel Paper);
(iv4) all LicensesContract Rights;
(v5) all Deposit Accounts;
(6) all Documents;
(7) all Equipment;
(8) all Financial Assets;
(9) all Fixtures;
(10) all General Intangibles;
(11) all Goods;
(12) all Instruments (including, without limitation, all promissory notes and certificated securities);
(13) all Inventory;
(14) all Investment Property;
(15) all Letter-of-Credit Rights;
(16) all Payment Intangibles;
(17) all Software;
(18) all Supporting Obligations;
(19) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by the Company or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;
(20) all other Intellectual Propertypersonal property of any kind or type whatsoever owned by the Company; and
(vi21) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of foregoing. Notwithstanding the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall Buyer will not constitute a grant of have a security interest in the capital stock of LDI owned by the Company or any property proceeds from the Company’s investment in LDI, as further defined in the CVR, and the capital stock of LDI or any proceeds from the Company’s investment in LDI is not Collateral. Notwithstanding the foregoing, in no event shall the Collateral include, and the Company shall not be deemed to have granted a security interest in, any of its rights or interests in any license, contract or agreement to which the Company is a party, 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 thereof or constitute a default thereunder. The parties hereto hereby acknowledge and agree that the security interest created hereby in the Collateral constitutes continuing collateral security for all of the Obligations, whether now existing or hereafter arising.
3.2 All references in the Purchase and Loan Agreement to the “Agreement” shall refer to the Purchase and Loan Agreement as amended hereby. To the extent the terms of the Note is inconsistent with the terms hereof, the Note is hereby modified to reflect the terms hereof.
3.3 Buyer agrees to amend its UCC-1 filing to reflect the changes in Collateral in which it has a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to per Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq3.1 above.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 2 contracts
Samples: Securities Purchase, Loan and Security Agreement (Capstone Therapeutics Corp.), Securities Purchase, Loan and Security Agreement
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 “Collateral”):
(i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 2 contracts
Samples: Intellectual Property Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including obligations under the GuaranteesGuarantee Agreement, each Grantor hereby collaterally assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or in, 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 CopyrightsAccounts;
(ii) all Patentscash, Deposit Accounts and Securities Accounts;
(iii) all TrademarksChattel Paper;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Goods;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Commercial Tort Claims described on Schedule II;
(xii) all Receivables and Receivables Records;
(xiii) all Letter of Credit Rights;
(xiv) all 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;
(xv) all books and records pertaining to the Article 9 Collateral; and
(xvi) 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, however, ; provided that notwithstanding any of anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles and other assets subject to certificates of title, (B) Equity Interests of any Subsidiary that is directly or indirectly owned by a CFC, (C) more than 65% of the issued and outstanding Voting Interests of each Subsidiary that is a CFC and that is directly held by the Borrower or by any Domestic Subsidiary of the Borrower, (D) Equity Interests in any Person (other than Wholly-Owned Subsidiaries) to the extent not permitted to be pledged by the terms of such Person’s organizational or joint venture documents, (E) any asset with respect to which the Administrative Agent and the Borrower reasonably determine that the costs of obtaining such a security interest or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby, (F) assets (including interests in any partnership, joint venture or non Wholly-Owned Subsidiary of the Borrower) to the extent a pledge thereof or security interest therein is prohibited by applicable Law, regulation or agreements in effect on the date of this Agreement or the date of acquisition of such asset from a third party and containing enforceable anti-assignment clauses not overridden by the Uniform Commercial Code or other applicable Law, (G) any lease, license or other agreement or any property subject to a purchase money security interest or Capital Lease Obligation or similar arrangement which is permitted under the Loan Documents to the extent that such a grant of a security interest is prohibited by any rule of law, statute therein would violate or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contractinvalidate such lease, license, or agreement, instrument purchase money security interest or Capital Lease Obligation or similar arrangement or create a right of termination in favor of any party thereto (other than a Loan Party) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other document evidencing applicable Law, other than proceeds and receivables thereof the assignment of which is expressly deemed effective under applicable Law notwithstanding such prohibition, (H) Equity Interests of any Domestic Subsidiary whose only asset is the Equity Interests of Foreign Subsidiaries, (I) any real property with a fair market value of less than $1,000,000, (J) intercompany Indebtedness owed by any Subsidiary that is a CFC or giving rise is directly or indirectly owned by a CFC solely to such propertythe extent a pledge thereof could reasonably be expected to result in adverse tax consequences, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s (K) “intent-to-use” trademark or service xxxx applications. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain consents in relation to such trademark, unless and until acceptable evidence of use of the Trademark has been filed with items otherwise excluded from the United States Patent and Trademark Office Collateral pursuant to Section 1(cclause (F) or Section 1(d(G) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), immediately preceding sentence. Notwithstanding anything to the extent that granting contrary herein, immediately upon the ineffectiveness, lapse or termination of any restriction or condition set forth in this paragraph, the Collateral shall include, and the Borrower shall be deemed to have granted a lien security in, all relevant previously restricted or conditioned rights, interests or other assets, as the case may be, as if such restriction or condition had never been in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationeffect.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral 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) 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 Collateral granted under this Agreement, including indicating the Collateral as “all assets 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 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 GrantorGrantor 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 Notes Collateral Administrative Agent promptly upon request. The Notes Collateral Each Grantor also ratifies its authorization for the Administrative Agent is further authorized to file in any relevant jurisdiction any initial financing statements or amendments thereto with respect to the United States Patent and Trademark Office or United States Copyright Office (Collateral or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and part thereof naming any Grantor as debtor or the Grantors as debtors and the Notes Collateral Administrative Agent as secured party, if filed prior to the date hereof.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral 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 (Lmi Aerospace Inc), Credit Agreement (Lmi Aerospace Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDocuments;
(iv) all LicensesEquipment;
(v) all other Intellectual General Intangibles;
(vi) all Instruments;
(vii) all Inventory;
(viii) all Investment Property;
(ix) all Letter-of-Credit Rights;
(x) all Commercial Tort Claims;
(xi) all books and records pertaining to the Article 9 Collateral; and
(vixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in any (I) General Intangible, Instrument, license, property right, permit or any other 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 (x) the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor therein, (y) a violation of a valid and enforceable restriction in respect of such General Intangible, Instrument, license, property right, permit or any other contract or agreement or other such rights (1) in favor of a third party or (2) under any law, regulation, permit, order or decree of any Governmental Authority or (z) a breach or termination (or result in any party thereto having the right to terminate) pursuant to the terms of, or a default under, such General Intangible, Instrument, license, property right, permit or any other 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, that notwithstanding such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability or breach or termination, as the case may be, shall be remedied and, to the extent severable, shall attach immediately to any portion of such General Intangible, Instrument, license, property right, permit or any other contract or agreement that does not result in any of the consequences specified in the immediately preceding clause (x), (y) or (z) including, any proceeds of such General Intangible, Instrument, license, property rights, permit or any other provisions herein contract or agreement; (and notwithstanding any recording II) more than 65% of the Notes Collateral Agent’s Lien made outstanding voting Equity Interests in any Foreign Subsidiary, (III) any Equity Interest in any Non-Significant Subsidiary, (IV) any Equity Interest in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law, (V) any vehicle or other asset subject to certificate of title, (VI) any asset that requires perfection through control agreements (including, to the extent required in the U.S. Patent relevant jurisdiction for deposit accounts and Trademark Officeinvestment property), U.S. Copyright Office(VII) any minority Equity Interests, (VIII) any assets with respect to which the Collateral Agent shall reasonably determine that the cost of creating and/or perfecting a security interest therein is excessive in relation to the benefit to the Secured Parties or that the granting or perfection of a security interest therein would violate applicable law or regulation and (IX) any assets (other than any General Intangible, Instrument, license, property right, permit or any other contract or agreement) owned by any Grantor that are subject to a Lien permitted by Section 6.02(c) or (n) of the Credit Agreement, to the extent and for so long as such Lien exists and the terms of the Indebtedness or other IP registry office), this Agreement shall not constitute a obligations secured thereby prevent the grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationassets hereunder.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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 Notes Collateral Agent promptly upon request.
(c) 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 Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(cd) The Security Interest is granted as security only and shall not subject the 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.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Community Health Systems Inc), Guarantee and Collateral Agreement (Community Health Systems Inc)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as otherwise) of all 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 Borrower grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title or title, and interest in or and to any and all of the following assets and properties personal property 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 “Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) Goods; and all other Intellectual Propertytangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and
(vi) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.
3.2 Notwithstanding the broad grant of the security and guarantees given by any Person with respect to interest set forth in Section 3.1, above, nor anything else in any of the foregoing. providedLoan Documents, however, that notwithstanding any the Collateral shall not include (a) more than 65% of the other provisions herein (presently existing and notwithstanding any recording hereafter arising issued and outstanding shares of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination capital stock of any contractForeign Subsidiary (or of any holding company, licensesubstantially all the assets of which consist directly or indirectly of securities of one or more Foreign Subsidiaries) which shares entitle the holder thereof to vote for directors or any other matter, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties any “intent to use” trademarks at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect all times prior to the Collateral or any part first use thereof, whether by the actual use thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organizationin commerce, the type recording of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file a statement of use with the United States Patent and Trademark Office or United States Copyright Office otherwise, (c) any permits, state or local franchises, charters, authorizations or licenses issued to any Borrower as the holder or licensee thereof, or any Operating Lease to which any Borrower is lessee thereof (and solely any equipment leased under such leases or another Operating Lease with the same lessor, if such Operating Lease so provides), or any other contracts or other agreements to which any Borrower is a party (including, without limitation, any Operating Lease with any of Manufacturer and Traders Trust Company, BB&T EFC Energy, LLC, Xxxxx Fargo Equipment Finance, Inc., Generate Capital, Inc. and PNC Energy Capital LLC or their respective Affiliates) and any equipment or other property subject thereto, now existing or entered into in the future, in each case only (x) to the extent and for so long as the terms of such permit, franchise, charter, authorization, license, lease, contract or other agreement effectively (after giving effect to Sections 9 406 through 9 409, inclusive, of the UCC in the applicable state (or any successor office provision or any similar office in any other countryprovisions) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party toapplicable laws) prohibits the creation by such Borrower of a security interest in such permit, license, lease, contract or other agreement or any equipment or other property subject thereto in any way alter favor of the Agent or modifywould result in an effective invalidation, any obligation termination or liability breach of the terms of any Grantor such permit, license, lease, contract or other agreement (after giving effect to Sections 9 406 through 9 409, inclusive, of the UCC in the applicable state (or any successor provision or provisions) or any other applicable laws), in each case unless and until any required consents are obtained and (y) solely to the extent of the underlying obligations secured thereby; provided that if and when the prohibition which prevents the granting of a Lien is removed, terminated or otherwise becomes unenforceable as a matter of law (including, without limitation, the termination of any such security interest resulting from the satisfaction of the obligations secured thereby), and notwithstanding any previous release of Lien provided by the Agent requested in connection with respect to any such obligations, the Collateral will be deemed to include, and at all times to have included, such permits, state or arising out local franchises, charters, authorizations, licenses, leases, contracts or other agreements without further action or notice by any Person, (d) [reserved], (e) any equipment securing purchase money indebtedness or Indebtedness relating to capital leases if the granting of a Lien to any third party is prohibited by the agreement(s) setting forth the terms and conditions applicable to such Indebtedness, but only if such Indebtedness and the Liens securing the same are permitted by this Agreement, provided that if and when the prohibition which prevents the granting of a Lien in any such equipment is removed, terminated or otherwise becomes unenforceable as a matter of law (including, without limitation, the termination of any such security interest resulting from the satisfaction of the CollateralIndebtedness secured thereby), and notwithstanding any previous release of Lien provided by the Agent requested in connection with respect to any such Indebtedness, the Collateral will be deemed to include, and at all times shall have included, such equipment without further action or notice by any Person; and (f) any Deposit Accounts that constitute Project Restricted Accounts, but only so long as such Project Restricted Accounts are prohibited from being pledged to the Agent and Lenders pursuant to the applicable Operating Lease.
3.3 Agent agrees that the security interest granted in Section 3.1 shall continue until the Secured Obligations (other than contingent indemnification or reimbursement obligations that are not yet due and payable) have been paid in full and Lender has no further commitment or obligation hereunder or under the other Loan Documents to make any further Advances, at which time Agent shall promptly terminate the security interest and, at Borrower’s expense, take all actions reasonably requested by Borrower to evidence such termination, including the prompt return of any possessory collateral held by Agent.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Plug Power Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the 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 Borrower hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Lender a continuing priority security interest (the “Security Interest”) in all and lien upon Borrower's entire right, title or and interest in or and to any and all of the following assets and properties (subject only to the first priority security interest of The CIT Group/Business Credit, Inc.), whether now or hereafter existing or now owned or at any time hereafter acquired by such Grantor acquired, and whether located on the premises of Borrower, a sub-contractor of Borrower or in which such Grantor now has or at any time in elsewhere (the future may acquire any right, title or interest (collectively, the “"Collateral”"):
(ia) all Copyrightsaccounts, payment intangibles, customer lists, deposit accounts, all contracts together with any contract rights arising thereunder, all documents, all chattel paper, all instruments, all inventory, all goods, all equipment, all general intangibles (including without limitation all marks, together with registrations and right to all renewals thereof, and the goodwill of the business of Borrowers symbolized by the marks and/or relating to their business generally, all patents, patent applications, copyrights and copyright applications and all software, all computer programs and software of Borrower and other proprietary information of Borrower, including but not limited to trade secrets;
(iib) any and all Patents;
(iii) additions, improvements and accessions to the foregoing, all Trademarks;
(iv) substitutions and replacements therefor and all Licenses;
(v) products and proceeds thereof, including without limitation all proceeds of insurance thereon, all commercial tort and other Intellectual Propertyclaims and choses in action, and all books and records, computerized or otherwise, relating thereto; and
(vic) a pledge of all Proceeds of the issued and products outstanding shares of any Konsyl held by Borrower, as reflected more fully in the Pledge Agreement in the form of Exhibit K attached hereto (the "Pledge Agreement"); all to secure performance and payment of the Note, and all other obligations and indebtedness of Borrower to Lender under this Agreement of whatever kind and whenever or however created or incurred, whether absolute or contingent, matured or unmatured, direct or indirect. The security interest granted herein shall continue in full force and effect until all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made have been indefeasibly paid in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seqfull.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 2 contracts
Samples: Term Loan and Security Agreement (Pharmaceutical Formulations Inc), Term Loan and Security Agreement (Pharmaceutical Formulations 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 Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a first priority security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(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
(xiv) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in, and the definitions of “Security Interest” and “Article 9 Collateral” shall not include, (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 5.09 of the Credit Agreement would not be required to be satisfied by reason of Section 5.09(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, (e) any Pledgor’s right, title or interest in any property 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 grant of a security interest is prohibited by any rule of lawterm would be rendered ineffective pursuant to Section 9-406, statute 9-407, 9-408 or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture 9-409 of the Grantors’ rights in the property New York UCC or any other applicable law (including, without limitation, any Trademark applications filed in Title 11 of the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(cCode) or Section 1(dprinciples 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 effect or (f) any Equipment owned by any Pledgor that is subject to a purchase money lien or a Capital Lease Obligation if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of any person other than the Xxxxxx Act (15 U.S.C. 1051, et seq.), Pledgors as a condition to the extent that granting a lien in creation of any other security interest on such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationEquipment.
(b) Each Grantor Pledgor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Xxxxxxx is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) 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 (iii) a description of collateral that describes such property in any other manner 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 Notes Collateral Agent promptly upon requestrequest (acting at the written direction of Required Lenders). The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) 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 Grantor, Pledgor without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Notes 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 of such Pledgor constituting Patents, Trademarks or Copyrights unless required by the Collateral Agent (acting at the written direction of Required Lenders), in its reasonable discretion.
(c) The Security Interest is granted as security only and shall not subject the Notes 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: Guarantee and Collateral Agreement (Claires Stores Inc), Term Loan Credit Agreement (Claires Stores Inc)
Security Interest. (a) As security for the prompt and complete payment or performance, as the case may be, and performance in full of the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest, if any, to the extent such premium or interest is permitted by law, on the Notes and the performance of all other Obligations, including the Guarantees, each Grantor Subsidiary Guarantor hereby assigns and pledges grants to the Notes Collateral Agent, its successors and assigns, for the benefit of itself and the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesHolders, a security interest (the “Security Interest”) in and continuing lien on, all of their right, title or and interest in, to and under the following, in or to any and all of the following assets and properties each case, whether now owned or at any time existing or hereafter acquired by such Grantor or in arising, and wherever located (all of which such Grantor now has or at any time in is defined as the future may acquire any right, title or interest (collectively, the “"Collateral”"):
(i) all CopyrightsAccounts;
(ii) subject to the final paragraph of this Section 2.1, all Patentspresent and future contract rights (including, without limitation, all rights under service contracts pursuant to which each Subsidiary Guarantor renders its services to its customers, which rights shall include any and all rights to all retainers which may arise thereunder), general intangibles (including, but not limited to, tax and duty refunds, patents, trade secrets, trademarks, service marks, copyrights, trade names, trade styles, logos, applications and registrations for the foregoing, goodwill, processes, drawings, blueprints, customer lists, licenses, whether as licensor or licensee, choses in action and other claims), chattel paper, documents, instruments, letters of credit, bankers' acceptances and guaranties;
(iii) all Trademarkspresent and future monies, securities, credit balances, deposit accounts and other property of each Subsidiary Guarantor now or hereafter held or received by or in transit to a lender or at any other depository or other institution from or for the account of each Subsidiary Guarantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of Accounts and other Collateral, including, without limitation, (a) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (b) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (c) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Accounts or other Collateral, including, without limitation, returned, repossessed and reclaimed goods, and (d) deposits by and property of account debtors of other persons securing the obligations of account debtors;
(iv) all LicensesInventory;
(v) all other Intellectual PropertyEquipment;
(vi) Records; and
(vivii) all Proceeds products and products proceeds of the foregoing, in any form, including without limitation, insurance proceeds and all claims against third parties for loss or damage to or destruction of any and or all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of In no event shall the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a 's security interest in any property a contract or agreement of each Subsidiary Guarantor be deemed to the extent that such grant of be a security interest is prohibited by any rule of lawpresent assignment, statute or regulation or is prohibited bytransfer conveyance, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument subletting or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis disposition (an "Assignment") of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) contract or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect agreement to the Collateral Agent within the meaning of any provision in such contract or agreement prohibiting, or requiring any part consent or establishing any other conditions for, an assignment thereof and amendments thereto by each Subsidiary Guarantor. The Collateral Agent acknowledges that contain any sale, transfer or Assignment of any such contract or agreement upon the information required by Article 9 enforcement of the Uniform Commercial Code Collateral Agent's security interest therein would be subject to the terms of such contract or agreement governing Assignment, except as otherwise provided in Section 9-318 of the analogous legislation UCC. The Collateral Agent's security interest in each contract or agreement of each applicable jurisdiction Subsidiary Guarantor shall attach from the date hereof to all of the following, whether now existing or hereafter arising or acquired: (i) all of each Subsidiary Guarantor's Accounts and general intangibles for the filing money due or to become due arising under such contract or agreement; (ii) all proceeds paid or payable to each Subsidiary Guarantor from any sale, transfer or assignment of any financing statement such contract or amendmentagreement and all rights to receive such proceeds; and (iii) all other rights and interests of each Subsidiary Guarantor in, including whether to and under such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information contract or agreement to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized fullest extent that attachment thereto would not be a violation of such contract or agreement directly or indirectly entitling a party thereto (other than each Subsidiary Guarantor or Affiliate thereof) to file with the United States Patent and Trademark Office a legally enforceable right to terminate such contract or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partyagreement.
(c) The Security Interest is granted as security only and shall not subject the 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 2 contracts
Samples: Subsidiary Security Agreement (Discovery Zone Inc), Subsidiary Security Agreement (Discovery Zone Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDeposit Accounts;
(iv) all LicensesDocuments (other than title documents relating to vehicles);
(v) all Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) Letter-of Credit Rights;
(xi) Commercial Tort Claims described in Schedule IV;
(xii) all other Intellectual Propertypersonal property (other than leasehold interests in real property) not otherwise described above (except for any property specifically excluded from any clause in this section above and any property specifically excluded from any defined term used in any clause of this section);
(xiii) all books and records; and
(vixiv) all Proceeds and products of any and all Supporting Obligations of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. ; provided, that notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to, nor the terms “Article 9 Collateral” or “Pledged Stock” include (A) 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 (i) the unenforceability of any right of the Grantor therein or (ii) in 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 Sections 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, that notwithstanding 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 other provisions herein consequences specified in (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, i) or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property (ii) including, without limitation, any Trademark applications filed proceeds of such contract or agreement, (B) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or any Equity Interests in any Person that is not a wholly-owned Subsidiary where, pursuant to the United States Patent organizational documents or any related shareholders or similar agreement of such Person, the grant of such security interest or lien is prohibited or prohibited without the consent of the equity holders of such Person (other than the Borrower or any wholly-owned Subsidiary thereof); and Trademark Office (C) assets owned by any Grantor on the basis of such Grantor’s “intent-to-use” such trademark, unless date hereof or hereafter acquired and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office any proceeds thereof that are subject to a Lien securing Indebtedness permitted to be incurred pursuant to Section 1(c) or Section 1(d6.01(a)(v) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), Credit Agreement to the extent that granting a lien and for so long as the contract or other agreement in which such Trademark application prior to Lien is granted (or the documentation providing for such filing would adversely affect Indebtedness) validly prohibits the enforceability or validity creation of any other Lien on such Trademark applicationassets and proceeds.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Pledgor, whether now owned or hereafter acquired or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor and (b) in the case of a financing statement filed as a fixture filing 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 Notes Collateral 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 Notes Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Administrative Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral 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 (Ami Celebrity Publications, LLC), Guarantee and Collateral Agreement (Ami Celebrity Publications, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranteeseach Guaranty, 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksCommercial Tort Claims listed on Schedule II hereto;
(iv) all LicensesDeposit Accounts;
(v) all other Intellectual Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;;
(xi) all books and records pertaining to the Article 9 Collateral; and
(vixii) 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, however, ; provided that notwithstanding any of anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in (A) any property Securitization Assets, (B) motor vehicles and other assets subject to certificates of title, (C) more than 65% of the issued and outstanding voting Equity Interests of any material foreign subsidiary that is a direct or indirect subsidiary of Parent, (D) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of Parent, (E) any asset with respect to which the Administrative Agent has confirmed in writing to the Borrower 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 Lenders, (F) Equity Interests of any foreign subsidiary that is not a material foreign subsidiary (as reasonably determined by the Administrative Agent), (G) Equity Interests of any subsidiary of a foreign subsidiary that is a direct or indirect subsidiary of Parent, and (H) any lease, license, contract or agreement to which any 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 (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach, default or termination pursuant to the terms thereof, other than to the extent that any such grant term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of a security interest is prohibited by the UCC (or any rule of law, statute successor provision or regulation or is prohibited by, or constitutes a breach or default under or results in the termination provisions) of any contractrelevant jurisdiction or any other applicable law or principles of equity); provided however that the Collateral shall include such lease, license, agreementcontract or agreement (and such security interest shall attach) immediately at such time as the condition causing such abandonment, instrument invalidation or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent unenforceability shall be remedied and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior severable, shall attach immediately to such filing would adversely affect the enforceability or validity any portion of such Trademark applicationlease, license, contract or agreement that does not result in any of the consequences specified in (i) or (ii) above; provided further that the exclusions referred to in clause (H) shall not include any Proceeds of any such lease, license, contract or agreement. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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 Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its 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 or and interest in or in, 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 interest, regardless of where located (collectively, the “Article 9 Collateral”):
(i) all CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDeposit Accounts;
(iv) all LicensesDocuments;
(v) all other Equipment;
(vi) all General Intangibles, including all Intellectual Property and Licenses;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Goods, including all Fixtures;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all books and records pertaining to the Article 9 Collateral;
(xiii) all Commercial Tort Claims now or hereafter listed on Schedule V; and
(vixiv) 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 in no event shall the Security Interest attach to any Excluded Asset; provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of any of the foregoing (unless such Proceeds, substitutions or replacements would independently constitute an Excluded Asset).
(b) In addition, notwithstanding the foregoing provisions of Section 3.01(a), the foregoing grant of a security interest shall not extend to, and the term “Article 9 Collateral” shall not include, FCC Licenses or State PUC Licenses to the extent (but only to the extent) it is unlawful to grant a security interest therein (but solely to the extent that any such restriction shall be enforceable under applicable law); provided, however, that notwithstanding the foregoing or any provision of this Agreement or the other provisions herein Loan Documents to the contrary (and notwithstanding including without limitation any recording provision of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office“Excluded Assets”), this Agreement shall not constitute a the foregoing grant of a security interest shall extend to, and the Article 9 Collateral shall include: (A) all Proceeds and the right to receive all Proceeds of any FCC License or State PUC License, including those derived or arising from or in connection with the sale, assignment, transfer or transfer of control over such FCC Licenses or State PUC Licenses; (B) any property and all Proceeds of any FCC Licenses or State PUC Licenses that are otherwise excluded, and (C) upon obtaining any required consent of the FCC or a State PUC with respect to the extent any such otherwise excluded FCC Licenses or State PUC Licenses, such FCC Licenses or State PUC Licenses as well as any and all Proceeds thereof that might theretofore have been excluded from such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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.9
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Telephone & Data Systems Inc /De/)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Guaranteed Obligations, including the Guarantees, each Grantor Guarantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the ““ Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash, Deposit Accounts and securities accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiv) to the extent not otherwise included, all proceeds, supporting obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)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 property Equity Interests of any Person (except for Equity Interests of any Material Subsidiary listed on Schedule IV hereto as such schedule may be updated from time to time, that can be perfected upon the filing of a financing statement), (b) any Material Pledged Debt Securities or any 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 extent that 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 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 is prohibited by any rule therein would impair the validity or enforceability of such intent- to-use trademark applications under applicable federal law; provided, statute or regulation or is prohibited bythat, or constitutes a breach or default under or results in upon the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture reasonable request of the Grantors’ rights in the property includingAdministrative Agent, without limitationCompany shall, and shall cause any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-applicable Subsidiary to-use” such trademark, unless and until acceptable evidence of use commercially reasonable efforts to have waived or eliminated any contractual obligation of the Trademark has been filed with types described in clauses (c) and (d) above, other than those set forth in a joint venture agreement to which the United States Patent and Trademark Office pursuant to Section 1(c) Company or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting any Subsidiary is a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationparty.
(b) Each Grantor Guarantor hereby irrevocably authorizes the Notes Collateral 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 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 or the analogous legislation 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) whether such Grantor Guarantor is an organization, the type of organization and any organizational identification number issued to such GrantorGuarantor, (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 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 or other 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 Notes Collateral Administrative Agent promptly upon request. The Notes Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each GrantorGuarantor, without the signature of any GrantorGuarantor, and naming any Grantor Guarantor or the Grantors Guarantors as debtors and the Notes Collateral Administrative Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral 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 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 Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title or and interest in or in, 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 “Collateral”):
(i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided; provided that in no event shall the Security Interest attach to (A) any license, however, that notwithstanding contract or agreement to which a Grantor is a party or any of its rights or interests thereunder if, to the other provisions herein (extent and notwithstanding any recording for so long as the grant of such security interest shall constitute or result in a breach or termination pursuant to the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Officeterms of, or a default under, any such license, contract or agreement (other IP registry office), this Agreement shall not constitute a grant of a security interest in any property than to the extent that any such grant of a security interest is prohibited by any rule of lawterm would be rendered ineffective, statute or regulation or is prohibited byotherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture 9-409 of the Grantors’ rights in the property including, without limitation, New York UCC or any Trademark applications filed in the United States Patent and Trademark Office on the basis other applicable Requirement of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.Law); provided that, to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendmentseverable, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted shall attach immediately to any portion of such license, contract or agreement that does not result in any such breach, termination or default, including any Proceeds of such license, contract or agreement; (B) any asset owned by each Grantor, without the signature of any Grantor, and naming 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 Grantors Credit Agreement, in each case if, to the extent and for so long as debtors and the Notes Collateral Agent as secured party.
(c) The grant of a Lien thereon hereunder to secure the Secured Obligations constitutes a breach of or a default under any agreement pursuant to which such Lien has been created; provided 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 granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party torendered ineffective by, or in any way alter or modifyis otherwise unenforceable under, any obligation or liability Requirements of Law; (C) any asset owned by any Grantor with respect to which Holdings shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or arising out tax advisors of national recognition, the Collateral.creation of such security interest in
Appears in 1 contract
Samples: Credit Agreement (Skype S.a r.l.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) Letter of Credit rights;
(xi) all commercial tort claims against any Grantor (as identified on Schedule IV hereto);
(xii) all books and records pertaining to the Article 9 Collateral; and
(vixiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided; Notwithstanding anything to the contrary contained herein, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), security interests granted under this Agreement shall not constitute extend to and the definition of Collateral and Article 9 Collateral shall not include any permit, lease, license, contract or instrument now or hereafter in effect of a Grantor if the grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of lawpermit, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contractlease, license, agreementcontract or instrument in a manner contemplated by this Agreement, instrument under the terms thereof or other document evidencing or giving rise to such propertyunder applicable Law, or is prohibited and would result in the forfeiture of termination thereof or give the Grantors’ rights in other parties thereto the property includingright to terminate, without limitation, any Trademark applications filed in the United States Patent accelerate or otherwise materially and Trademark Office on the basis of adversely alter such Grantor’s “intent-to-use” rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided, however that (A) such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.)security interest, to the extent severable, shall attach immediately to any portion of such permit, lease, license, contract or instrument that granting a lien does not result in such Trademark application prior to such filing would adversely any of the consequences specified above; and (B) the foregoing exclusion shall not in any way limit, impair or otherwise affect the enforceability Collateral Agent’s continuing liens upon rights or validity interests of the Grantors in or to (I) monies due or to become due in respect of such Trademark applicationpermit, lease, license, contract or instrument or (II) any and all proceeds from the sale, transfer, assignment, license, lease or other disposition of such permit, lease, license, contract or instrument (provided that this requirement shall not constitute consent by the Collateral Agent or any Secured Party to any such sale, transfer, assignment, license, lease or other disposition that is prohibited by the Loan Documents).
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Pledgor, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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 Notes Collateral Agent promptly upon request. The Notes Collateral Agent hereby agrees that it shall not file any “fixture filings” and the Grantors shall have no obligation to provide information required for any “fixture filings” except in respect of any fixtures associated with any Mortgaged Property. 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 Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents substantially in the form of Exhibit III, IV or V, as applicable, as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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.
Appears in 1 contract
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as otherwise) of all 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 Loan Party grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of such Loan Party’s right, title or title, and interest in or in, to any and under all of such Loan Party’s personal property and other assets including without limitation the following assets and properties (except as set forth herein) 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 “Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) all Copyrights;
Goods; and (ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(vj) all other tangible and intangible personal property (other than Intellectual Property) of such Loan Party whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, such Loan sf-4553578 Party and wherever located, and any of such Loan Party’s property in the possession or under the control of Agent; and
(vi) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing. ; provided, however, that notwithstanding the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Officepart, or other IP registry officerights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, this Agreement shall not constitute if a grant of judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in any property the underlying Intellectual Property is necessary to have a security interest in the Rights to payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent that necessary to permit perfection of Agent’s security interest in the Rights to Payment, and to the extent such Intellectual Property is owned by Eloxx ISR and is funded by the IIA, the creation of such security interest shall be subject to the written approval of the IIA.
3.2 Notwithstanding the broad grant of a the security interest is prohibited set forth in Section 3.1, above, the Collateral shall not include any Excluded Assets.
3.3 The lien and security interest created hereunder shall be automatically released (a) with respect to all Collateral upon the payment in full of all Secured Obligations in accordance with this Agreement (other than inchoate indemnity obligations and any other obligations which, by any rule of lawtheir terms, statute or regulation or is prohibited by, or constitutes a breach or default under or results in are to survive the termination of any contractthis Agreement), license, agreement, instrument or (b) with respect to other document evidencing or giving rise to such property, or would result in Intellectual Property licensed under an exclusive license permitted under the forfeiture terms of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.)this Agreement, to the extent that granting a lien such counterparty requests such release, or (c) if otherwise approved, authorized or ratified in writing by Agent in its sole discretion. Upon such Trademark application prior release, Agent shall, upon the reasonable request and at the sole cost and expense of Borrower, assign, transfer and deliver to such filing would adversely affect the enforceability Borrower, against receipt and without recourse to or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect warranty by Agent, except as to the fact that Agent does not continue to encumber the released assets, such Collateral or any part thereof thereof, which shall be released in accordance with customary documents and amendments thereto that contain instruments (including UCC-3 termination financing statements or releases) acknowledging the information required by Article 9 release of such Collateral.
3.4 The Guarantor shall release all existing liens over assets of Eloxx ISR registered with the Israeli ROC in favor of SVB other than Permitted Liens, within thirty (30) Business Days following the Closing Date, and to deliver to the Lenders satisfactory evidence of registration in the Israeli ROC of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information pledges pursuant to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the ISR Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partyDocuments.
(c) The Security Interest is granted as security only and shall not subject the 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
Samples: Loan and Security Agreement (Eloxx Pharmaceuticals, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each US Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title and interest in, to or interest in or to under any and all of the following assets and properties Article 9 Collateral now owned or at any time hereafter acquired by such US Grantor or in which such US Grantor now has or at any time in the future may acquire any right, title or interest (collectivelyinterest, other than any portion thereof constituting the “Collateral”):Excluded Equity Interests.
(ib) As security for the payment or performance, as the case may be, in full of the Canadian Obligations, each Non-US 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 successors and assigns, for the benefit of the Secured Parties, a security interest in, all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) all Proceeds right, title and products of interest in, to or under any and all of the foregoing and all collateral security and guarantees given ABL Collateral now owned or at any time hereafter acquired by such Non-US Grantor or in which such Non-US Grantor now has or at any Person with respect to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made time in the U.S. Patent and Trademark Officefuture may acquire any right, U.S. Copyright Office, title or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationinterest.
(bc) Each Grantor hereby irrevocably authorizes the Notes Collateral 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) with respect to the Article 9 Collateral in which a security interest is created by such Grantor hereunder or any part thereof and amendments thereto that (i) identify the applicable Collateral (including, in the case of any US Grantor, by indicating the Collateral to be “all assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail) and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation other applicable law 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 GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing 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 Notes Collateral 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 Notes Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Administrative Agent as secured party.
(cd) The Security Interest is granted as security only and shall not subject the Notes Collateral 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: Guarantee and Collateral Agreement (Symmetry Holdings Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the its Secured Obligations, including pursuant to the GuaranteesGuaranty, 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 Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 3 Collateral”):
(i) all Copyrightsdebts, accounts, claims and choses in action for monetary amounts which are now or which may hereafter become due, owing or accruing due to the Debtor (collectively, the “Accounts”);
(ii) all Patentsinventory of whatever kind and wherever situated including, without limiting the generality of the foregoing, all goods held for sale or lease or furnished or to be furnished under contracts for service or used or consumed in the business of the Debtor (collectively, the “Inventory”);
(iii) all Trademarksmachinery, equipment, fixtures (but only to the extent such fixtures constitute property in which a security interest may be created under the PPSA or other applicable personal property security legislation), furniture, plant, vehicles and other tangible personal property which are not Inventory;
(iv) all Licenseschattel paper;
(v) all warehouse receipts, bills of lading and other Intellectual Property; anddocuments of title, whether negotiable or not;
(vi) all Proceeds securities and products other investment property and all instruments;
(vii) all intangibles not otherwise described in paragraph (a) of this Section 3.01 including, without limiting the generality of the foregoing, all goodwill, Patents, Copyrights, Licenses, Trademarks and other Intellectual Property;
(viii) all coins or bills or other medium of exchange adopted for use as part of the currency of Canada or of any foreign government;
(ix) all books, papers, accounts, invoices, documents and all of the foregoing and all collateral security and guarantees given by other records in any Person with respect form evidencing or relating to any of the foregoing. providedproperty described in paragraph (a) of this Section 3.01 and all contracts, howeversecurities, that notwithstanding instruments and other rights and benefits in respect thereof;
(x) all replacements of, substitutions for and increases, additions and accessions to any of the other provisions herein property described in paragraph (and a) of this Section 3.01; and
(xi) all proceeds of any Article 3 Collateral in any form derived directly or indirectly from any dealing with the Article 3 Collateral or that indemnifies or compensates for the loss of or damage to the Article 3 Collateral; provided that notwithstanding any recording of anything to the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by Excluded Asset or any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationExcluded Security.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral 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 with respect to the Article 3 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code PPSA 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 GrantorGrantor 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 3 Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Administrative Agent promptly upon any reasonable request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral 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 3
Appears in 1 contract
Samples: Pledge and Security Agreement (Axcan Intermediate Holdings Inc.)
Security Interest. (a) As security Any Collateral Document shall for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns any reason fail to create a valid and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 “Collateral”):
(i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a perfected first priority security interest in any property material portion of the Collateral purported to be covered thereby, except as permitted by the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination terms of any contractLoan Document; then, license, agreement, instrument or and in every such event (other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 than an event with respect to the Collateral or Borrower described in clause (f) of this Article), and at any part thereof time thereafter during the continuance of such event, the Administrative Agent may, and amendments thereto that contain at the information required by Article 9 request of the Uniform Commercial Code Required Lenders shall, by notice to the Borrower, take either or both of the analogous legislation following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of each applicable jurisdiction for the filing Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Secured Obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any financing statement or amendmentkind, including whether such Grantor is an organization, all of which are hereby waived by the type of organization Borrower; and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature case of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor event with respect to or arising out the Borrower described in clause (f) of this Article, the Commitments shall automatically terminate and the principal of the CollateralLoans then outstanding, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.
Appears in 1 contract
Samples: Credit Agreement (TimkenSteel Corp)
Security Interest. In order to secure: (aA) As security for the prompt payment or performance, as the case may be, in full of the 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to any Rent and all of the following assets other amounts from time to time outstanding with respect hereto and properties to each Schedule, and the performance and observance by Lessee of all of the provisions hereof and thereof and of all of the other Lease Documents; and (B) the prompt payment, performance and observance by Lessee of all other obligations of Lessee to Lessor under any other agreement or instrument, both now owned in existence and hereafter created (as the same may be renewed, extended or at modified), including (without limitation) any time other Master Lease Agreements and all Schedules now or hereafter acquired by such Grantor or executed pursuant thereto; Lessee hereby collaterally assigns, grants, and conveys to Lessor, a first priority security interest in which such Grantor now has or at any time in the future may acquire any and lien on all of Lessee’s right, title and interest in and to all of the following (whether now existing or interest (hereafter created, and including any other collateral described on any rider hereto; collectively, the “Collateral”; all terms used in this sentence but not otherwise defined in this Schedule or the Lease shall have meanings given in the UCC):
(i1) the Lessee’s Equipment financed hereunder (to the extent this Lease is construed as a security agreement), Equipment described in any Schedule or otherwise covered thereby (including all inventory, fixtures or other property comprising the Equipment), together with all related software (embedded therein or otherwise) and general intangibles, all additions, attachments, accessories and accessions thereto whether or not furnished or financed by the Lessor; (2) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all subleases, chattel paper, accounts, accounts receivable, security deposits, medallions, general intangibles, deposit accounts, documents, other Intellectual Property; and
(vi) all Proceeds equipment, instruments, inventory, investment property, letter of credit rights and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect supporting obligations related to any of the foregoing relating thereto, and any and all substitutions, replacements or exchanges for any such item of Equipment or other collateral, in each such case in which Lessee shall from time to time acquire an interest; (3) all books and records pertaining to the foregoing. provided; (4) all property of Lessee held by Lessor, howeverincluding all property of every description, that notwithstanding in the custody of or in transit to Lessor for any purpose, including safekeeping, collection or pledge, for the account of Lessee or as to which Lessee may have any right or power, including but not limited to cash and (5) to the extent not otherwise included, all insurance, substitutions, replacements, exchanges, accessions, proceeds and products of the other provisions foregoing, including without limitation, insurance proceeds. The collateral assignment, security interest and lien granted herein (and notwithstanding any recording shall survive the termination, cancellation or expiration of the Notes Collateral AgentLease or a particular Schedule until such time as Xxxxxx’s Lien made in obligations hereunder, thereunder and under the U.S. Patent Lease Documents are fully and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant indefeasibly discharged. The conveyance contemplated hereby is solely for the purpose of granting to Lessor a security interest in any property the Equipment. All Equipment in which an interest is conveyed hereby shall remain in the possession of Lessee pursuant to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademarkLease, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seqprior written consent is obtained from Lessor permitting otherwise.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Obligations, including the Guarantees, each Subsidiary Grantor hereby assigns and pledges to the Notes Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”") in in, all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Subsidiary Grantor or in which such Subsidiary Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"):
(i) all CopyrightsAccounts Receivable;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDeposit Accounts;
(iv) all LicensesDocuments;
(v) all other Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Intellectual Property;
(x) all Investment Property;
(xi) all Letter-of-credit rights;
(xii) commercial tort claims, if any;
(xiii) all books and records pertaining to the Collateral; and
(vixiv) to the extent not otherwise included above, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. ; provided, however, that notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to, and Collateral shall not include (a) any lease, license, contract, property rights or agreement to which the Grantor is a party or any its rights or interests thereunder if the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the other provisions herein Grantor therein or (and notwithstanding any recording of ii) in a breach or termination, pursuant to the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Officeterms of, or other IP registry office)a default under, this Agreement shall not constitute a grant of a security interest any such lease, license, contract, property rights or agreement except, in any property each case, to the extent that the UCC invalidates such provisions, or (b) any motor vehicles evidenced by a certificate of title. Without limiting the generality of the foregoing, the security interest granted hereunder shall not attach to, and Collateral shall not include any interest in (a) Roosevelt Associates General Partnership, Kent-Meridian Disposal Company Joint Venture, Foothills Sanitary Landfill, Inc. and BFGSI Series 1997-A Trust (or any assets or property of any of them) or (b) Congress Development Co., Ecosort, L.L.C., Xxxxxx Resources Recovery Facility, LLC and Evergreen National Indemnity Company if (i) such grant of a security interest is prohibited by any rule interest, without the consent of lawa third party, statute or regulation or is prohibited by, or constitutes would constitute a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such propertyunder, or would result in cause or permit the forfeiture acceleration of the Grantors’ rights in the property including, without limitationobligations under, any Trademark applications filed in the United States Patent applicable agreement or contract to which any such Person is a party and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark (ii) AWNA has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051unable, et seq.)after using commercially reasonable efforts, to obtain such consent within 60 days after the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationRestatement Effective Date.
(b) Each Subsidiary Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties Trustee at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Subsidiary Grantor is an organization, the type of organization and any organizational identification number issued to such Subsidiary Grantor. Each Subsidiary Grantor agrees to provide such information to the Notes Collateral Agent Trustee promptly upon request. Each Subsidiary Grantor also ratifies its authorization for the Collateral Trustee to file in any relevant jurisdiction any initial financing statements or amendments thereto with respect to the Collateral that were filed prior to the Restatement Effective Date. The Notes Collateral Agent Trustee is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such other documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Subsidiary Grantor, without the signature of any Subsidiary Grantor, and naming any Subsidiary Grantor or the Subsidiary Grantors as debtors and the Notes Collateral Agent Trustee as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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
Samples: Shared Collateral Security Agreement (Allied Waste North America Inc/De/)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Security 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDeposit Accounts, all cash and all other property from time to time deposited and the monies and property in the possession or under the control of the Credit Agent, the Collateral Agent or any affiliate, representative, agent or correspondent of the Credit Agent or Collateral Agent;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Fixtures;
(vii) all General Intangibles (including all Payment Intangibles);
(viii) all Goods;
(ix) all Instruments;
(x) all Intellectual Property;
(xi) all Inventory;
(xii) all Investment Property;
(xiii) Letter-of-Credit rights;
(xiv) the Commercial Tort Claims described on Schedule V hereto;
(xv) all books and records pertaining to the Article 9 Collateral;
(xvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any ; and
(xvii) all cash or cash equivalents received by the Trustee or the Collateral Agent on behalf of the other provisions herein (and notwithstanding any recording Trustee pursuant to Article 12 of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationIndenture.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file or cause to be filed in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor and (b) in the case of a financing statement filed as a fixture filing 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 Notes Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file or cause to be filed in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Notes Collateral Agent is further authorized to file or cause to be filed with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable (or, in the reasonable opinion of the Collateral Agent, advisable, including, the Assignment of Security (Trademarks), the Assignment of Security (Patents) and the Assignment of Security (Copyright)) for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Money, whether held in a Deposit Account or in the possession of the Administrative Agent;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Intellectual Property;
(xii) all Commercial Tort Claims described on Schedule V hereto, as updated from time to time;
(xiii) all cash held in any Securities Account;
(xiv) all books and Records pertaining to the Article 9 Collateral; and
(xv) all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any vehicle or any other property covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Excluded Equity Interests, (c) any Letter of Credit Rights, except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements, and to the extent such Pledgor is not required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (d) any Pledgor’s right, title or interest in any lease, 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 lease, 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 or create a right of termination in favor of or require the consent of any other party thereto (other than such Pledgor), such lease, license, 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 (including, without limitation, Title 11 of the United States Code) or principles of equity), (e) assets to the extent the granting of a security interest therein would be prohibited or restricted by applicable law, rule or regulation (including any requirement to obtain the consent of any Governmental Authority), (f)(i) payroll and other employee wage and benefit accounts, (ii) tax accounts, including, without limitation, sales tax accounts, (iii) escrow accounts and (iv) fiduciary or other trust accounts, and, in the case of clauses (i) through (iv), the funds or other property held in or maintained in such account, (g) any Commercial Tort Claim with a value not in excess of $5.0 million, as determined in good faith by the Borrower, (h) any governmental licenses or State or local franchises, charters or authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibition or restriction, (i) assets if the granting of a security interest therein would result in (i) material adverse tax consequences (including, without limitation, as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) or (ii) material adverse regulatory consequences, in each case as reasonably determined by the Borrower and with the consent of the Administrative Agent (which consent will not to be unreasonably withheld, delayed or conditioned), (j) those assets as to which the Administrative Agent and the Borrower reasonably agree in writing that any of the cost, difficulty, burden or consequences of obtaining such a security interest are excessive in relation to the benefit to the Lenders of the security to be afforded thereby, (k) any United States “intent to use” Trademark application or intent-to-use service xxxx application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that the grant of a security interest is prohibited by any rule of law, statute therein would impair the validity or regulation or is prohibited byenforceability of, or constitutes a breach render void or default under voidable or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture cancellation of the Grantors’ rights applicable Pledgor’s right, title or interest therein or any Trademark registration that issues as a result of such application under applicable federal law, after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the property includingCollateral, without limitation, (l) any Trademark applications filed in the United States Patent assets and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant proceeds thereof subject to a Finance Lease Obligations or a purchase money Lien permitted by Section 1(c) or Section 1(d6.02(i) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), Credit Agreement to the extent the documents providing for such Finance Lease Obligation or purchase money Lien do not permit such assets and proceeds thereof to the pledged to the Administrative Agent and (m) any assets acquired after the date hereof subject to a Lien permitted by Section 6.02(c) of the Credit Agreement that granting a lien existed on such assets at the time of the acquisition thereof and was not incurred in such Trademark application prior to such filing would adversely affect the enforceability or validity contemplation of such Trademark applicationacquisition so long as the documents providing for such Lien do not permit such assets to be pledged to the Administrative Agent (the assets described in clauses (a) through (m) above, collectively, the “Excluded Assets”); provided that such exclusions shall not apply to the proceeds of any of the foregoing property.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Notes Collateral 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) with respect to the Article 9 Collateral (including all Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Administrative 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 Pledgor agrees to provide such information to the Notes Collateral Administrative Agent promptly upon request. As of the Closing Date, the filing jurisdictions for filing of each applicable Uniform Commercial Code financing statement is as set forth on Schedule IV. The Notes Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) 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 Grantor, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Notes Collateral 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 is granted as security only and shall not subject the Notes Collateral 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: Term Loan Guarantee and Collateral Agreement (AZEK Co Inc.)
Security Interest. (a) As security for the payment or performanceAssignor hereby pledges, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby transfers and assigns and pledges to the Notes Collateral Agent, its successors Lender a first and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a superior security interest (the “"Security Interest”") in the following described items, and all interest received thereon, all renewals, replacements, and substitutions therefor and in all proceeds thereof in any form (the "Collateral"):
(a) all of Assignor’s right, title and interest in, to, and under the Assignor’s rights as the sole member of the Project Companies, whether now or hereafter existing, or now or hereafter acquired (the “Any Project Company Membership Interests”), including but not by way of limitation, (i) its interest in the income, all distributions, repayment of capital contributions, deductions, losses, and tax benefits (including any tax credits allocated or available to the Assignor), (ii) its interest with respect to any and all of the following assets and properties now owned loans made by any Project Company to any person 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 rightentity, title or interest (collectively, the “Collateral”):
(i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
any other sums, payments, fees or other amounts to which Assignor may be entitled from any Project Company as the sole member thereof, (iv) all Licenses;
that certain Operating Agreement of each Project Company as now existing, to be entered into, as it may be amended, supplemented, and/or restated from time to time (each a “Project Company Operating Agreement”), (v) all other Intellectual Property; and
voting rights of the Assignor under each Project Company Operating Agreement, as it may be amended, supplemented, and/or restated from time to time, and (vi) all Proceeds books and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect records pertaining to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such above described property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitationbut not limited to, any Trademark applications filed in the United States Patent computer readable memory and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) any computer hardware or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationsoftware.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit all of Assignor’s right, title and interest in, to, and under, if any, each of the Secured Parties at any time agreements and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partylisted on Exhibit C hereto.
(c) The Security Interest is granted as security only all of Assignor’s right, title and shall not subject the Notes Collateral Agent or any other Secured Party interest in, to, or in any way alter or modifyand under, if any, any obligation contracts, permits, applications or liability of other documents or agreements entered into or submitted by any Grantor with respect to or arising out of the Collateral.Project Companies,
Appears in 1 contract
Samples: Collateral Assignment and Pledge Agreement (Coronus Solar Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor Pledgor 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Intellectual Property;
(ix) all Goods and Inventory;
(x) all Investment Property including the Pledged Collateral;
(xi) all Letters of Credit and Letter of Credit Rights;
(xii) all Commercial Tort Claims as described on Schedule II hereto;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiv) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided.
(a) any vehicle covered by a certificate of title or ownership, however, that notwithstanding any whether now owned or hereafter acquired to the extent the filing of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall a financing statement cannot constitute a grant of perfect a security interest therein, (b) any Equity Interests owned on or acquired after the Closing Date (other than, in the case of shareholder agreements or other contractual obligations, (x) Equity Interests in the Borrower or (y) in the case of any property person which is a Wholly-Owned Subsidiary, Equity Interests in such person) in accordance with the Credit Agreement if, and to the extent that that, and for so long as doing so would violate applicable law or regulation or a shareholder agreement or other contractual obligation (in each case, after giving effect to the Anti-Non-Assignment Clauses) binding on such Equity Interests, (c) any assets to the extent that, and for so long as, such grant of a security interest is prohibited by any rule of law, statute therein would violate applicable law or regulation or is prohibited byor, or constitutes a breach or default under or results in the termination case of any contractassets acquired after the Closing Date, license, agreement, instrument 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 other document evidencing made binding on such assets in contemplation or giving rise to in connection with the acquisition of such property, or would result assets (except in the forfeiture case of assets acquired after the Closing Date with Indebtedness of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office type permitted pursuant to Section 1(c) or Section 1(d6.01(i) of the Xxxxxx Act 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, (15 U.S.C. 1051d) any Pledgor’s right, et seq.)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 granting 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, 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 effect, (e) any Equipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capitalized Lease Obligation, in each case, as permitted by the Credit Agreement, if the contract 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 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, in each case, such prohibition or requirement is permitted by the Credit Agreement, (f) 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 (g) those assets as to which the Borrower and the Administrative Agent shall reasonably determine in writing that such assets shall be excluded from Collateral hereunder pursuant to the Agreed Security Principles. In addition, the Security Interest in any asset of ATH Costa Rica, S.A. (other than any Equity Interests and related assets described in clauses (c), (d) and (e) of Section 2.01) shall be automatically released upon receipt by the Agent of a certificate of a Responsible Officer of the Borrower certifying that (i) such release is necessary or advisable in order for ATH Costa Rica, S.A. to grant a security interest in such Trademark application prior asset to a third party and (ii) such filing would adversely affect security interest and the enforceability or validity obligations secured by such security interest are permitted by the Credit Agreement, and the Agent shall execute, and deliver to the Borrower, evidence of such Trademark applicationrelease in form and substance reasonably satisfactory to the Agent.
(b) Each Grantor Pledgor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments or continuations thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) 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 (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 Notes Collateral Agent and to execute such financing statements promptly upon request. The Notes Collateral 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 (or and any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing , protecting or protecting providing notices of the Security Interest granted by each GrantorPledgor, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes 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 1 contract
Samples: Collateral Agreement (TII Smart Solutions, Sociedad Anonima)
Security Interest. (a) As security for the prompt and complete payment or performance, as the case may be, and performance in full of the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest, if any, to the extent such premium or interest is permitted by law, on the Notes and the performance of all other Obligations, including the Guarantees, each Grantor Company hereby assigns and pledges grants to the Notes Collateral Agent, its successors and assigns, for the benefit of itself and the Secured PartiesHolders, a security interest in and continuing first priority Lien on, all of its right, title and interest in, to and under the following, in each case, whether now owned or existing or hereafter acquired or arising, and wherever located (all of which is defined as the "First Lien Collateral"):
(i) the Copyrights, Copyright Licenses, Trademarks, Trademark Licenses, and all proprietary rights in and to all products and proceeds therefrom, except the Copyright Licenses and Trademark Licenses listed in Schedule 2.1(a)(i);
(ii) the First Lien Eligible Assets, and all products and proceeds therefrom;
(iii) personal property (other than Second Lien Collateral) and fixtures owned by the Company located at the Company's distribution center in Crawfordsville, Indiana, on the land more particularly described in Exhibit A hereto (the "Distribution Center"), including, but not limited to, any Equipment or Goods, all items listed on Schedule 2.1(a)(iii) and all excess cash proceeds held by the Collateral Agent pursuant to section 1.05 or section 1.13 of the Mortgage, and all products and proceeds therefrom;
(iv) personal property (other than Second Lien Collateral) and fixtures owned by the Company located at the Company's manufacturing facility in Racine, Wisconsin, on the land more particularly described in Exhibit B hereto (the "Manufacturing Facility"), including, but not limited to, any Equipment or Goods and all items listed on Schedule 2.1(a)(iv), and all products and proceeds therefrom; and
(v) personal property (other than Second Lien Collateral) and fixtures owned by the Company located at the Company's and its Parent's headquarters in New York City, on the land more particularly described in Exhibit C hereto (the "Headquarters"), including, but not limited to, any Equipment or Goods and all items listed on Schedule 2.1(a)(v), and all products and proceeds therefrom; PROVIDED that the security interest and continuing first priority Lien granted to the Collateral Agent by the Company with respect to the items of the First Lien Collateral listed in Sections 2.1(a)(ii), (iii), (iv) and (v) hereof, may be subject to Permitted Liens (as defined in the Indenture) other than Eligible Credit Facility Liens.
(b) As further security for the prompt and complete payment and performance in full of the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest, if any, to the extent such premium or interest is permitted by law, on the Notes and the performance of all other Obligations, the Company hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of itself and the Secured PartiesHolders, a security interest in and continuing second priority Lien (the “Security Interest”subject to Permitted Liens) in on, all of its right, title or and interest in, to and under the Second Lien Eligible Assets, in or to any and all of the following assets and properties 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 rightarising, title or interest and wherever located (collectively, the “Collateral”):
(i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) all Proceeds and products of any and all of which is defined as the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided"Second Lien Collateral"); PROVIDED, however, that notwithstanding any of the other provisions herein (A) such Lien and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property the Second Lien Collateral shall be junior in all respects to Eligible Credit Facility Liens of the Lenders in the Second Lien Collateral securing up to $30.0 million aggregate principal amount of borrowings under the Eligible Credit Facilities and their pro rata share of related interest, default interest, expenses, fees and premiums; (B) notwithstanding anything to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results contrary contained in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property this Security Agreement (including, without limitation, Article VI hereof), the Indenture or any Trademark applications filed other Collateral Agreement, until the Eligible Credit Facility Liens are indefeasibly fully satisfied, released or terminated, the Collateral Agent shall be prohibited from taking any action with respect to any such Eligible Credit Facility Liens or Second Lien Collateral, including, without limitation, attempting to foreclose or realize upon or collect the proceeds of any Second Lien Collateral or otherwise exercising any rights and remedies of any kind or nature whatsoever with respect to any such Eligible Credit Facility Liens or Second Lien Collateral, including, without limitation, (I) any right to seek adequate protection in a bankruptcy proceeding of its interests in the Second Lien Collateral prior to similar action by the Lenders, (II) any right with respect to any such Eligible Credit Facility Liens to object to or participate in the manner of liquidating the Second Lien Collateral, or (III) any right with respect to any such Eligible Credit Facility Liens to claim the benefits of any doctrine of marshaling; and (C) if the claims of the Lenders have not been satisfied in all respects, then any proceeds, consideration or other value received by the Collateral Agent in respect of the aforesaid Second Lien Collateral shall be received in trust for and promptly remitted to the Lenders, except this subparagraph (C) shall not apply with respect to any proceeds, consideration or other value received or to be received by the Collateral Agent (I) under a confirmed plan of reorganization of the Company or (II) following the consensual release by the Lenders of any such Second Lien Collateral. Nothing in the foregoing shall in any manner alter or abridge the rights and remedies of the Collateral Agent with respect to (x) any other collateral that is pledged to it, (y) the right to file and prosecute a secured or unsecured claim under Section 501 of the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable Bankruptcy Code or similar evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) indebtedness in an out-of-court or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 other proceeding with respect to the Collateral or any part thereof and amendments thereto that contain the information required debt secured by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent this Lien or any other Secured Party todebt, or in any way alter or modify, any obligation or liability of any Grantor with respect and (z) the right to or arising out of the Collateraldefend its interests if challenged.
Appears in 1 contract
Samples: Security Agreement (Golden Books Family 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 Obligations, including Obligations of the GuaranteesCredit Parties, each Grantor Credit Party 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Credit Party or in which such Grantor Credit Party now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash, cash equivalents and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds Goods;
(vii) all General Intangibles;
(viii) all Instruments (including the Pledged Debt Securities);
(ix) all Inventory;
(x) all Investment Property (including the Pledged Equity Interests);
(xi) all Letters of Credit and Letter of Credit Rights;
(xii) all Intellectual Property;
(xiii) all Commercial Tort Claims, including, without limitation, those described on Schedule IV hereto;
(1) Securities Accounts, (2) Investment Property credited to Securities Accounts or Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in any Securities Account or Deposit Account and (4) all other money in the possession of the Collateral Agent;
(xv) all books and Records pertaining to the Article 9 Collateral; and
(xvi) all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any motor vehicle, aircraft, airframe, rolling stock and other assets subject to a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Excluded Equity Interests, (c) any Letter of Credit Rights relating to any Letter of Credit with a face amount not in excess of $5,000,000, except to the extent constituting a support obligation for other Collateral as to which perfection of a security interest therein can be perfected by the filing of Uniform Commercial Code (or similar filing in any applicable jurisdiction), and to the extent such Credit Party is not required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (d) any Credit Party’s right, title or interest in any lease, license or agreement or any property subject to a purchase money security interest, Capital Lease Obligation or similar arrangements to which such Credit Party is a party or any of its right, title or interest thereunder, the property subject thereto, any insurance in respect thereof, any management or operating agreement with respect thereto and deposits made in respect thereof and all rights, title or interest in relation to any of the foregoing, in each case, to the extent that such a grant would, under the terms of such lease, license or agreement, purchase money, capital lease or similar arrangement result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of or create a right of termination in favor of or require the consent of any other party (in each case, other than a Credit Party) to, such lease, license 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 (including, without limitation, Title 11 of the United States Code)), (e) (i) all owned real property interests with a fair market value (as reasonably determined by the Borrower in good faith) equal to or less than $7,500,000; and (ii) all leasehold interests (it is understood that there shall be no requirement to obtain landlord waivers, estoppels or collateral access agreements or acknowledgements, bailee waivers and similar letters), (f)(i) payroll, healthcare and other employee wage and benefit accounts, (ii) tax accounts, including, without limitation, sales tax accounts, (iii) escrow, defeasance, discharge and redemption accounts, (iv) fiduciary or other trust accounts, and, in the case of clauses (i) through (iv), the funds or other property held in or maintained in such account, (v) zero-balance accounts, (vi) accounts in jurisdictions other than in the jurisdiction of organization of the applicable granting Credit Party, the United States or any state thereof, and (vii) accounts other than those described in the preceding clauses with respect to which the average daily balance of the funds maintained on deposit therein does not exceed $5,000,000 (such accounts in this clause (f) being the “Excluded Accounts”) (g) any Commercial Tort Claim with an expected value not in excess of $5,000,000, as determined in good faith by the Borrower, (h) the Borrower’s or its subsidiaries’ rights in relation to aircraft and airframes, including rights under any lease, sublease, charter, management, operating, crew, service, repair, maintenance, storage or other agreement relating to the aircraft, rights in the aircraft and any parts, accessions and accessories thereto, rights under insurance policies and security deposits and rights in income derived from and proceeds of any of the foregoing, in the ordinary course, (i) assets if the granting of a security interest therein would result in material adverse tax consequences to any Credit Party as reasonably determined by the Borrower, (j) those assets as to which the Collateral Agent and the Borrower reasonably determine in good faith that any of the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting such a security interest in such assets is excessive in relation to the practical benefit to the Secured Parties of the security to be afforded thereby, (k) foreign intellectual property, (l) any United States “intent to use” trademark application or intent-to-use service xxxx application filed pursuant to Section 1(b) of the Xxxxxx Act, to the extent and during the period that the grant of a security interest is prohibited by any rule of law, statute therein would impair the validity or regulation or is prohibited byenforceability of, or constitutes a breach render void or default under voidable or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture cancellation of the Grantors’ rights applicable Credit Party’s right, title or interest therein or any trademark or service xxxx registration that issues as a result of such application under applicable federal law (including prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto), after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral, (m) intellectual property including, without limitation, any Trademark applications filed specifically requiring a filing in a jurisdiction outside of the United States Patent States, (n) any assets (including interests in partnerships, joint ventures and Trademark Office on the basis other non-wholly owned entities) in respect of such Grantor’s “intent-to-use” such trademark, unless which and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting pledges and security interests are prohibited by law or prohibited by agreements containing anti-assignment clauses not overridden by the New York UCC or other applicable law and (o) any assets and proceeds thereof subject to a Capital Lease Obligation or a purchase money lien permitted by Section 6.2(ll) of the Credit Agreement to the extent such a grant would violate or invalidate the documents providing for such Capital Lease Obligation or purchase money lien (the assets described in clauses (a) through (o) above, collectively, the “Excluded Assets”); provided that such Trademark application prior exclusions shall not de facto apply to such filing would adversely affect the enforceability proceeds of any of the property referred to in the foregoing clauses (d), (k) and (n) of this Section 3.01 or validity in clauses (A) to and including (I) of such Trademark applicationSection 2.01(a).
(b) Each Grantor Credit Party hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral (including Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Credit Party is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to Credit Party, (ii) in the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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.case of
Appears in 1 contract
Security Interest. (a) 3.1 As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or performance, as otherwise) of all 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 Borrower grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Lender a security interest (the “Security Interest”) in all of Borrower’s right, title or title, and interest in or and to any and all of the following assets and properties personal property 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 “Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (including Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) Goods; and all other Intellectual Propertytangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or Zosano Pharma, Inc. LSA acquired by Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Lender; and
(vi) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing. provided.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, howeverabove, that notwithstanding the Collateral shall not include:
(a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter;
(b) Borrower’s membership interests in ZP Group, LLC;
(c) any lease, license, contract, property right or agreement to which Borrower is a party or is otherwise bound, or any license, consent, permit, variance, certification, authorization or approval of any governmental authority (or any person or party acting on behalf of any governmental authority) of which Borrower is the owner or beneficiary, or any of its rights or interests thereunder, and any other property in which Borrower is not permitted by applicable law or by the other provisions herein terms of any instrument to which Borrower is a party or by which Borrower or any of its property is bound, to grant a security interest, if and for so long as the grant of such security interest shall result in (and notwithstanding i) the abandonment, invalidation or unenforceability of any recording right, title or interest of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright OfficeBorrower therein, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes (ii) a breach or termination pursuant to the terms of, or a default under or results in the termination of under, any contractsuch lease, license, contract, property right or agreement, instrument or other document evidencing any such license, consent, permit, variance, certification, authorization or giving rise to such propertyapproval, or would result any such instrument (other than, in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(ccase under subclause (i) or Section 1(d) of the Xxxxxx Act subclause (15 U.S.C. 1051, et seq.ii), to the extent that granting a lien in any such Trademark application prior result would be rendered ineffective pursuant to such filing would adversely affect the enforceability Sections 9-406, 9-407, 9-408 or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 9-409 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent relevant jurisdiction or any other Secured Party to, applicable law or in any way alter or modify, any obligation or liability principles of any Grantor with respect to or arising out of the Collateralequity).
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Intellectual Property;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter of Credit Rights;
(xii) all Commercial Tort Claims as described in Schedule I hereto;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiv) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided.
(a) any vehicle covered by a certificate of title or ownership, however(b) any assets not required to be pledged as security for Senior Lender Claims, that notwithstanding (c) any Letter of Credit Rights to the other provisions herein (and notwithstanding extent any recording of Pledgor is required by applicable law to apply the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant proceeds of a security 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 3.01 hereof, (e) any Pledgor’s right, title or interest in any property 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, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such grant term would be rendered ineffective pursuant to Section 9-406, 9-408 or 9-409 of the New York UCC or any other applicable law (including Title 11 of the 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 is prohibited in, all such rights and interests as if such provision had never been in effect or (f) any Equipment or other asset owned by any rule of lawPledgor that is subject to a purchase money lien or a Capitalized Lease Obligation, statute in each case, as permitted under the Indenture Documents and the Senior Lender Documents, if the contract or regulation other agreement in which such Lien is granted (or is prohibited by, the documentation providing for such Capitalized Lease Obligation) prohibits or constitutes a breach or default under or results in requires the termination consent of any contract, license, agreement, instrument or person other document evidencing or giving rise to such property, or would result in than the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), Pledgors as a condition to the extent that granting a lien creation of any other security interest on such Equipment and, in each such Trademark application prior to case, such filing would adversely affect prohibition or requirement is permitted under the enforceability or validity of such Trademark applicationIndenture Documents and the Senior Lender Documents.
(b) Each Grantor Pledgor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) 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 (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 Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each GrantorPledgor, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes 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 1 contract
Samples: Collateral Agreement (Hexion Specialty Chemicals, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDeposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) Letter-of-Credit rights;
(xi) Commercial Tort Claims as described in Schedule IV;
(xii) all books and records pertaining to the Article 9 Collateral; and
(vixiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor and (b) in the case of a financing statement filed as a fixture filing 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 Notes Collateral Agent promptly upon request.
(c) Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to 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 (i) the unenforceability of any right of the Grantor therein or (ii) in 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 Sections 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, 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 (i) or (ii) including, without limitation, any proceeds of such contract or agreement.
(d) Notwithstanding the foregoing, the Article 9 Collateral shall not include (a) any Pledged Collateral or (b) any Collateral (as defined in the Collateral Agreement). 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 Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(ce) The Security Interest is granted as security only and shall not subject the 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.
Appears in 1 contract
Samples: Credit Agreement (Blockbuster 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all of the Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such the Grantor or in which such the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all CopyrightsAccounts;
(ii) all PatentsDeposit Accounts;
(iii) all TrademarksDocuments;
(iv) all LicensesGeneral Intangibles;
(v) the Collection Account;
(vi) the Debt Service Account;
(vii) all other Intellectual PropertyMedia Revenues;
(viii) the Grantor’s rights in respect of Local Media Contracts;
(ix) all Membership Rights;
(x) all Expansion Revenues;
(xi) all Ticket Rights;
(xii) all Employee Contracts;
(xiii) all Instruments;
(xiv) all Investment Property that shall arise from any investment from time to time in the Debt Service Account;
(xv) all money market deposit accounts maintained with the Collateral Agent for the purpose of investing amounts deposited in the Collection Account and the Debt Service Account;
(xvi) all books and records pertaining to any of the foregoing; and
(vixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given to the Grantor by any Person with respect to any of the foregoing. provided; in each case, howeverexcept that the Article 9 Collateral shall not include (w) any Investment Property other than Investment Property pursuant to clause (xiv) above, (x) any property or assets to the extent such item (other than any item constituting Core Collateral) has been assigned, pledged or otherwise transferred by the Grantor to any Person (other than the Secured Parties) in a transaction that notwithstanding is not prohibited by the Credit Agreement or any other Loan Document, (y) any Commingled Assets, and (z) any United States “intent to use” trademark application or intent-to-use service xxxx application filed pursuant to Section 1(b) of the other provisions herein (Xxxxxx Act solely to the extent, if any, that, and notwithstanding any recording solely during the period, if any, in which, the grant of a security interest therein would impair the validity of, or render void or voidable or result in the cancellation of the Notes Collateral AgentGrantor’s Lien made right, title or interest therein or any Trademark issued as a result of such application under applicable federal law, or any Trademark or other rights therein or thereto if the grant of a lien on or security interest in such Trademark would result in the U.S. Patent and cancellation or voiding of such Trademark Office, U.S. Copyright Office, or other IP registry office), this such rights. This Agreement shall not constitute a grant of a security interest in any property or assets to the extent that that, and for so long as, such grant of a security interest is prohibited by any rule requirement of law, statute rule or regulation regulation, requires a consent not obtained of any Governmental Authority pursuant to any such law, rule or regulation, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such propertyproperty or assets or, or would result in the forfeiture case of Equity Interests in any Person that is not a Subsidiary of the Grantors’ rights in Borrower, to the property includingextent, without limitationand for so long as, any Trademark applications filed in such grant requires, pursuant to the United States Patent and Trademark Office on the basis constituent documents of such Grantor’s “intent-to-use” Person or any related joint venture, shareholder or similar agreement binding on any shareholder, partner or member of such trademarkPerson, unless and until acceptable evidence the consent of use any governing body of or Persons (other than of the Trademark has Borrower or any of its Affiliates) holding Equity Interests in such Person and such consent shall not have been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051obtained, et seq.), except in each case to the extent that granting a lien such requirement of law, rule or regulation or the term in such Trademark application prior to contract, license, agreement, instrument or other document or constituent documents, shareholder or similar agreement providing for such filing would adversely affect the enforceability prohibition, breach, default or validity of termination or requiring such Trademark applicationconsent is ineffective under applicable law, rule or regulation.
(b) Each The Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction in the United States any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such the Grantor is an organization, the type of organization and any organizational identification number issued to such the Grantor. Each The Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other countrythe United States) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each the Grantor, without the signature of any the Grantor, and naming any the Grantor or the Grantors as debtors debtor and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any the Grantor with respect to or arising out of the Collateral.Article 9
Appears in 1 contract
Samples: Security Agreement
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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all of the Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such the Grantor or in which such the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all CopyrightsAccounts;
(ii) all PatentsDeposit Accounts;
(iii) all TrademarksDocuments;
(iv) all LicensesGeneral Intangibles;
(v) the Collection Account;
(vi) the Debt Service Account;
(vii) all other Intellectual PropertyMedia Revenues;
(viii) the Grantor’s rights in respect of Local Media Contracts;
(ix) all Membership Rights;
(x) all Expansion Revenues;
(xi) all Ticket Rights;
(xii) all Employee Contracts;
(xiii) all Instruments;
(xiv) all Investment Property that shall arise from any investment from time to time in the Debt Service Account;
(xv) all money market deposit accounts maintained with the Collateral Agent for the purpose of investing amounts deposited in the Collection Account and the Debt Service Account;
(xvi) all books and records pertaining to any of the foregoing; and
(vixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given to the Grantor by any Person with respect to any of the foregoing. provided; in each case, howeverexcept that the Article 9 Collateral shall not include (w) any Investment Property other than Investment Property pursuant to clause (xiv) above, (x) any property or assets to the extent such item (other than any item constituting Core Collateral) has been assigned, pledged or otherwise transferred by the Grantor to any Person (other than the Secured Parties) in a transaction that notwithstanding is not prohibited by the Credit Agreement or any other Loan Document, (y) any Commingled Assets, and (z) any United States “intent to use” trademark application or intent-to-use service xxxx application filed pursuant to Section 1(b) of the other provisions herein (Xxxxxx Act solely to the extent, if any, that, and notwithstanding any recording solely during the period, if any, in which, the grant of a security interest therein would impair the validity of, or render void or voidable or result in the cancellation of the Notes Collateral AgentGrantor’s Lien made right, title or interest therein or any Trademark issued as a result of such application under applicable federal law, or any Trademark or other rights therein or thereto if the grant of a lien on or security interest in such Trademark would result in the U.S. Patent and cancellation or voiding of such Trademark Office, U.S. Copyright Office, or other IP registry office), this such rights. This Agreement shall not constitute a grant of a security interest in any property or assets to the extent that that, and for so long as, such grant of a security interest is prohibited by any rule requirement of law, statute rule or regulation regulation, requires a consent not obtained of any Governmental Authority pursuant to any such law, rule or regulation, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such propertyproperty or assets or, or would result in the forfeiture case of Equity Interests in any Person that is not a Subsidiary of the Grantors’ rights in Borrower, to the property includingextent, without limitationand for so long as, any Trademark applications filed in such grant requires, pursuant to the United States Patent and Trademark Office on the basis constituent documents of such Grantor’s “intent-to-use” Person or any related joint venture, shareholder or similar agreement binding on any shareholder, partner or member of such trademarkPerson, unless and until acceptable evidence the consent of use any governing body of or Persons (other than of the Trademark has Borrower or any of its Affiliates) holding Equity Interests in such Person and such consent shall not have been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051obtained, et seq.), except in each case to the extent that granting a lien such requirement of law, rule or regulation or the term in such Trademark application prior to contract, license, agreement, instrument or other document or constituent documents, shareholder or similar agreement providing for such filing would adversely affect the enforceability prohibition, breach, default or validity of termination or requiring such Trademark applicationconsent is ineffective under applicable law, rule or regulation.
(b) Each The Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction in the United States any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such the Grantor is an organization, the type of organization and any organizational identification number issued to such the Grantor. Each The Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other countrythe United States) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each the Grantor, without the signature of any the Grantor, and naming any the Grantor or the Grantors as debtors debtor and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any the 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 pledges, assigns and pledges grants to the Notes Term Collateral Agent, its successors on behalf of and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of its right, title or and interest in or in, to any and under all of the following assets property and properties 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”):
(a) all Accounts;
(b) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper);
(c) all Intellectual Property;
(d) all Documents;
(e) all Equipment;
(f) all Fixtures;
(g) all General Intangibles;
(h) all Goods;
(i) all CopyrightsInstruments;
(iij) all PatentsInventory;
(iiik) all TrademarksInvestment Property;
(ivl) all LicensesLetter-of-Credit Rights and Supporting Obligations;
(vm) all Deposit Accounts;
(n) all Vehicles;
(o) all Commercial Tort Claims as specified from time to time in Schedule IV hereto (as the same may be updated from time to time in accordance with the terms hereof);
(p) all cash or other Intellectual Propertyproperty deposited with the Term Collateral Agent or any Secured Party or any Affiliate of the Term Collateral Agent or any Secured Party or which the Term Collateral Agent, for its benefit and for the benefit of the other Secured Parties, or any Secured Party or such Affiliate is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement or the Credit Agreement;
(q) all books, records, files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the 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;
(r) As-Extracted Collateral; and
(vis) 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 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 foregoingpayment of money, Chattel Paper, collateral agreements and other documents. provided, however, that notwithstanding any of Notwithstanding the other provisions foregoing or anything herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by contrary, in no event shall the “Article 9 Collateral” include or the Security Interest attach to any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationExcluded Collateral.
(b) Each Grantor hereby irrevocably authorizes the Notes Term 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 initial financing statements statements, with respect to the Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Term Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the 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 Uniform Commercial Code or the analogous legislation of each applicable jurisdiction UCC for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Term Collateral Agent promptly upon request. The Notes Term Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) 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 Patents, Trademarks or Copyrights granted by each Grantor, without the signature of any Grantor, Grantor and naming any Grantor or the Grantors as debtors and the Notes Term Collateral Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Notes Term 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: Term Collateral Agreement (Builders FirstSource, 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 its Obligations, including each Pledgor other than Holdings (all references to a Pledgor or to the Guarantees, Pledgors in this Article IV shall be deemed to be a reference to each Grantor Pledgor other than Holdings) hereby assigns and pledges to the Notes Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, permitted assigns for the benefit of the Secured Parties, a continuing security interest (the “Security Interest”) in and lien on, all right, title or and interest in or to 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 regardless of where located (collectively, the “Article 9 Collateral”):
(i) all CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Commercial Tort Claims;
(xi) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)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 6.10 of the ABL Credit Agreement would not be required to be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement if hereafter acquired, (c) any property excluded from the definition of Pledged Collateral pursuant to 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, (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 grant of a security interest is prohibited by any rule of lawterm would be rendered ineffective pursuant to Section 9-406, statute 9-407, 9-408 or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture 9-409 of the Grantors’ rights in the property New York UCC or any other applicable law (including, without limitation, any Trademark applications filed in Title 11 of the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(cCode) or Section 1(dprinciples 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 effect, or (f) any Equipment owned by any Pledgor that is subject to a purchase money lien or a Capital Lease Obligation if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of any person other than the Xxxxxx Act (15 U.S.C. 1051, et seq.), Pledgors as a condition to the extent that granting a lien in creation of any other security interest on such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationEquipment.
(b) Each Grantor Pledgor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) 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 (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 Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office 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 granted by each GrantorPledgor, without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes 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 1 contract
Samples: Guarantee and Collateral Agreement (Noranda Aluminum Holding CORP)
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 its Obligations and the Obligations, including the GuaranteesObligations of each Covered BSC Entity, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, JPM and its successors and assigns, for the benefit permitted assigns (on its own behalf and as agent on behalf of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, each other JPM Party) a security interest (the “Security Interest”) in all right, title and interest in, to or interest in or to 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 “Collateral”):
(i) all CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash, cash equivalents and Deposit Accounts, now or hereafter existing, and all balances in any such Deposit Accounts;
(iv) all Licenses;
any claim of any kind or nature of any Pledgor against any JPM Party; (v) all Documents; (vi) all Equipment;
(vii) all General Intangibles, including rights in respect of Financial Contracts, Lease Rights, personal property leases and other contractual entitlements;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property and, to the extent not otherwise constituting Investment Property, all Equity Interests, Pledged Debt Obligations, securities (whether certificated or uncertificated), security entitlements, securities accounts (and the contents thereof), commodity contracts and commodity accounts, money, certificates of deposit, commercial paper, instruments, financial assets, credits, claims, demands and precious metals (to the extent applicable, as the foregoing terms are used and defined in the New York UCC), in each case whether held by or through any JPM Party, The Depository Trust Company, any other securities intermediary, the Fed, any other Federal Reserve Bank or otherwise and in each case including any certificates or other documents evidencing the same and, subject to Article III, all rights and privileges of such Pledgor with respect to the same;
(xi) all Letter of Credit Rights; (xii) all Commercial Tort Claims; (xiii) all Intellectual Property;
(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 Collateral; and
(vixvi) to the extent not otherwise included, and subject to Article III, all Proceeds proceeds, products, accessions, substitutions, supporting obligations and products of any and all of the foregoing (including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of any of the foregoing) or of any other property of the Pledgors and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, howeverincluding all shares, that notwithstanding securities, moneys or property representing a dividend on any of the foregoing, or representing a distribution or return of capital upon or in respect of any of the foregoing or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders or otherwise in respect thereof. Notwithstanding the foregoing or anything to the contrary in this Agreement,
(A) to the extent that the creation of the Security Interest on any specified portion of the Collateral (the “Restricted Collateral”) to secure any specified portion of the Obligations (the “Restricted Obligations”) would give rise to (x) an obligation or obligations under any contracts, agreements or instruments binding on any Pledgor or its property to provide an equal and ratable (or other) lien on the Restricted Collateral to secure liabilities of any Pledgor or Pledgors in an aggregate amount that is material to BSC and its Affiliates taken as a whole or (y) a default, event of default or similar condition however denominated that (with or without the lapse of time, the giving of notice or both) would permit (1) the holder of any indebtedness (or commitment to provide indebtedness) for borrowed money in an amount material to the applicable Pledgor to accelerate the maturity (or terminate the commitment to provide) thereof, or (2) the holder of any indebtedness for borrowed money to accelerate the maturity thereof if the effect of such acceleration would, in turn, be to permit the holder of any other provisions herein indebtedness or counterparty(ies) to any Financial Contract(s) in an aggregate amount material to any of BSC or its Subsidiaries party to any affected Financial Contract to accelerate or terminate such indebtedness or Financial Contract(s), then, in any such case under (x) or (y), the Security Interest with respect to such Restricted Collateral shall not secure such Restricted Obligations to such extent (and notwithstanding any recording shall secure such Restricted Obligations upon the removal or termination of the Notes Collateral Agent’s Lien made applicable agreement or condition under (x) or (y)). Without limitation of the generality of the foregoing, (aa) the Security Interest on any shares of Voting Stock of any Restricted Subsidiary (as such terms are defined, respectively, in the U.S. Patent Indenture and Trademark Officethe Note Issuance Agreement) shall not secure Obligations consisting of indebtedness for borrowed money until indebtedness outstanding under the Indenture and Note Issuance Agreement shall be repaid or defeased in full, U.S. Copyright Office, or other IP registry office)and (bb) the Security Interest shall not extend to Equity Interests if a lien thereon would violate Ownership Limitations for so long as the applicable agreement is in effect; and
(B) subject to the provisos of this paragraph, this Agreement shall not constitute a grant of a security interest in:
(i) 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;
(ii) any property of any kind or nature the granting of a security interest in which would constitute a breach of any law, rule or regulation of any Governmental Authority (including Equity Interests in Regulated Entities to the extent a pledge of such Equity Interests is so restricted);
(iii) any Deposit Account, Investment Property or other asset or property constituting (x) a segregated account maintained pursuant to Section 4d of the Commodity Exchange Act and Regulation 1.20 thereunder, (y) an account maintained by the Pledgor pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) as a “Special Reserve Account for the Exclusive Benefit of Customers” and (z) any account in which JPM has waived, or in the future shall waive, in writing its lien in accordance with the foregoing acts and regulations or otherwise in respect of customer securities of any of the Covered BSC Entities,
(iv) any Financial Contract, assets securing the obligations under a Financial Contract, or right therein to the extent that the pledge thereof would violate or otherwise give rise to an event of default under the applicable Financial Contract entitling the counterparty to the applicable Pledgor to terminate or close out (other than to the extent that any such right 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) such Financial Contract on account of the existence (without enforcement) of the Security Interest;
(v) any Pledgor’s right, title or interest in any property license, contract or agreement other than a Financial Contract 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, (i) result in a breach of the terms of, or constitute a default under, such license, contract or agreement that, in either case, would give rise to a loss or liability that would entirely offset the value of such license, contract or agreement, or (ii) result in the abandonment, invalidation or unenforceability of, 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 (including, without limitation, Title 11 of the 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 effect;
(vi) any Equity Interest or other interest in Xxxxxxx/Madison Avenue LLC or its manager, Xxxxxxx/Madison Avenue Inc., or any asset of any type or nature of Xxxxxxx/Madison Avenue LLC or Xxxxxxx/Madison Avenue Inc.;
(vii) any Lease Right to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default not permitted under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture terms of the Grantors’ rights relevant Lease and violates or causes a default thereunder, in either case that would entirely offset the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis value of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(cLease Right;
(viii) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), any asset that constitutes Margin Stock to the extent that the granting of the Security Interest therein would violate or be inconsistent with the provisions of Regulations T, U and X;
(ix) to the extent applicable law requires that a Subsidiary of any Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares; or
(x) any asset set forth on Schedule 7.19; provided, that any such asset shall immediately, without further act or deed, become subject to the Security Interest upon termination or lapse of the agreement or condition set forth above with respect to such asset; and provided, further that JPM shall in any event, except to the extent that the granting thereof would independently violate any of (i) through (vii) above, have and retain a lien in the proceeds of any such Trademark application prior asset. With respect to any asset excluded from the Security Interest pursuant to subsections (i) – (x) above, any lien purported to be granted hereunder in any such filing would adversely affect the enforceability asset shall immediately and automatically, with no further act or validity of such Trademark application.
(b) deed become null and void ab initio. Each Grantor Pledgor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties JPM at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates and (iii) a description of collateral that describes such property in any other manner as JPM 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”. Each Grantor Pledgor agrees to provide such information to the Notes Collateral Agent JPM promptly upon request. The Notes Collateral Agent JPM is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office 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 granted by each GrantorPledgor, without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Notes Collateral Agent JPM as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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
Samples: Guarantee and Collateral Agreement (J P Morgan Chase & Co)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the Payment Dates, Balance Test Dates or performance, as otherwise) of all 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 Borrower grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Lender a security interest (the “Security Interest”) in all of Borrower’s right, title or title, and interest in or and to any and all of the following assets and properties personal property, 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 arising (collectively, the “Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) all Copyrights;
Goods; (iij) all Patents;
furniture; (iiik) all Trademarks;
Commercial Tort Claims; and (ivl) all Licenses;
(v) all other Intellectual Property, in each case, wherever located, and including any of Borrower’s property in the possession or under the control of Lender; and
(vi) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.
3.2 Notwithstanding the broad grant of the security and guarantees given by any Person with respect to interest set forth in Section 3.1, above, nor anything else in any of the foregoing. providedLoan Documents, however, that notwithstanding any the Collateral shall not include: (a) more than 65% of the other provisions herein (presently existing and notwithstanding any recording hereafter arising issued and outstanding shares of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination capital stock of any contractForeign Subsidiary (or of any holding company, license, agreement, instrument substantially all the assets of which consist directly or indirectly of equity interests or debt issued by one or more Foreign Subsidiaries) which shares entitle the holder thereof to vote for directors or any other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
matter; (b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties any “intent to use” trademarks at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect all times prior to the Collateral or any part first use thereof, whether by the actual use thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organizationin commerce, the type recording of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file a statement of use with the United States Patent and Trademark Office or United States Copyright Office otherwise; (c) any permits, state or local franchises, charters, authorizations or licenses issued to any Borrower as the holder or licensee thereof, or any Project Financing Document to which any Borrower or any SPE is party, or any other contracts or other agreements to which any Borrower or any SPE is a party (including, without limitation, those agreements set forth on Schedule 3.2) and any Project, equipment or other property subject thereto (including, without limitation, leased or pledged thereunder), now existing or entered into in the future, in each case only (x) to the extent and for so long as the terms of such permit, franchise, charter, authorization, license, lease, contract or other agreement effectively (after giving effect to Sections 9-406 through 9-409, inclusive, of the UCC in the applicable state (or any successor office provision or any similar office in any other countryprovisions) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party toapplicable laws) prohibits the creation by such Borrower of a security interest in such permit, license, lease, contract or other agreement or any Project, equipment or other property subject thereto in any way alter favor of the Lender or modifywould result in an effective invalidation, any obligation termination, default or liability breach of the terms of any Grantor such permit, license, lease, contract or other agreement (after giving effect to Sections 9-406 through 9-409, inclusive, of the UCC in the applicable state (or any successor provision or provisions) or any other applicable laws) in each case unless and until any required consents are obtained and (y) solely to the extent of the underlying obligations secured thereby, provided that if and when the prohibition which prevents the granting of a Lien is removed, terminated or otherwise becomes unenforceable as a matter of law (including, without limitation, the termination of any such security interest resulting from the satisfaction of the obligations secured thereby), and notwithstanding any previous release of Lien provided by the Lender requested in connection with respect to any such obligations, the Collateral will be deemed to include, and at all times to have included, such permits, state or arising out local franchises, charters, authorizations, licenses, leases, contracts or other agreements and any Project, equipment or other property subject thereto, in each case without further action or notice by any Person; (d) any capital stock or other equity interest of any SPE; (e) any equipment securing purchase money indebtedness or Indebtedness relating to capital leases if the granting of a Lien to any third party is prohibited by the agreement(s) setting forth the terms and conditions applicable to such Indebtedness, but only if such Indebtedness and the Liens securing the same are permitted by this Agreement, provided that if and when the prohibition which prevents the granting of a Lien in any such equipment is removed, terminated or otherwise becomes unenforceable as a matter of law (including, without limitation, the termination of any such security interest resulting from the satisfaction of the CollateralIndebtedness secured thereby), and notwithstanding any previous release of Lien provided by the Lender requested in connection with respect to any such Indebtedness, the Collateral will be deemed to include, and at all times shall have included, such equipment without further action or notice by any Person; and (f) any Deposit Accounts that constitute Project Restricted Accounts, but only so long as such Project Restricted Accounts are prohibited from being pledged to the Lender pursuant to the applicable Project Financing Documents.
3.3 Lender agrees that the security interest granted in Section 3.1 shall continue until the Secured Obligations (other than contingent indemnification or reimbursement obligations that are not yet due and payable) have been paid in full and Lender has no further commitment or obligation hereunder or under the other Loan Documents to make any further Advances, at which time Lender shall promptly terminate the security interest and, at Borrower’s expense, take all actions reasonably requested by Borrower to evidence such termination, including the prompt return of any possessory collateral held by Lender.
Appears in 1 contract
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 Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 “Collateral”):
(i) all CopyrightsAccounts;
(ii) all Patentsthe Assigned Contracts;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesChattel Paper;
(v) all other Intellectual Property; andDocuments;
(vi) all Proceeds Equipment;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter of Credit Rights;
(xii) all Commercial Tort Claims set forth on Schedule 12 to the Perfection Certificate or pursuant to Section 3.04(b);
(xiii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xiv) all books and records pertaining to the Collateral; and
(xv) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any property vehicle, whether now owned or hereafter acquired, (b) any debt securities for so long as such a pledge of such debt securities would violate a contractual obligation binding on or relating to such debt securities, (c) 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, or (d) 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, 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 Grantor is a party (other than to the extent that any such grant of a security interest is prohibited by any rule of lawterm would be rendered ineffective pursuant to Section 9-406, statute 9-407, 9-408 or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture 9-409 of the Grantors’ rights in the property New York UCC or any other applicable law (including, without limitation, any Trademark applications filed in Title 11 of the United States Patent Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Trademark Office 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; (f) assets and any proceeds thereof that are subject to a Lien securing a Capital Lease Obligation, mortgage financing or purchase money Indebtedness permitted to be incurred pursuant to the provisions of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation, mortgage financing or purchase money Indebtedness) validly prohibits the creation of any other Lien on such assets and proceeds; (g) any property of a person existing at the basis time such person is acquired or merged with or into or consolidated with any Grantor that is subject to a Lien permitted by Section 6.02(c) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Grantor’s “Lien is granted validly prohibits the creation of any other Lien on such property; (h) any intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), trademark application to the extent and for so long as creation by a Grantor of a security interest therein would result in the loss by such Grantor of any material rights therein; (i) any asset if the granting of a security interest therein hereunder would violate any applicable law; and (j) those assets as to which the Collateral Agent shall reasonably determine in writing that granting the costs of obtaining such a lien security interest are excessive in such Trademark application prior relation to such filing would adversely affect the enforceability or validity value of such Trademark applicationthe security interest to be afforded thereby.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such 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 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 Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office 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 granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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.
(d) Notwithstanding anything to the contrary in this Agreement or the Credit Agreement, none of the Grantors shall be required to enter into any Control Agreement.
Appears in 1 contract
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the GuaranteesSecured Obligations when due, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Intellectual Property;
(x) all Inventory;
(xi) all Investment Property other than the Pledged Collateral;
(xii) all Letter of Credit Rights;
(xiii) all Commercial Tort Claims individually in excess of $10,000,000, as described on Schedule II hereto;
(xiv) all books and records pertaining to the Article 9 Collateral; and
(xv) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding ; Notwithstanding anything to the contrary in this Agreement or any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)Loan Document, this Agreement shall not constitute a grant of a security interest in any property to (and the extent that such grant of a security interest is prohibited by any rule of lawArticle 9 Collateral shall not include), statute or regulation or is prohibited by, or constitutes a breach or default under or results in and the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture provisions of the Grantors’ rights in Loan Documents and any Other First Lien Agreement with respect to Collateral need not be satisfied with respect to, the property includingExcluded Securities and the Excluded Property. In addition, without limitationfor the avoidance of doubt, any Trademark applications filed in the United States Patent and Trademark Office on the basis provisions of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use Section 9.22 of the Trademark has been filed with Credit Agreement and 7.24 of this Agreement shall apply to all the United States Patent terms and Trademark Office pursuant to Section 1(c) or Section 1(d) provisions of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationthis Agreement.
(b) Each Grantor Pledgor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) 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 (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 Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) 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 GrantorPledgor in such Pledgor’s United States registered or pending Patents, Trademarks and Copyrights, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Notes 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 of America for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights or any other assets.
(c) The Security Interest is granted as security only and shall not subject the Notes 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 1 contract
Security Interest. (a) As security for the payment or performanceAll of your advances and charges, as the case may be, in full of the 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to together with any and all of the following assets our other obligations and properties now owned or at any time indebtedness to you, however and whenever created shall be secured by a continuing security interest in:
A. all of our present and hereafter acquired inventory, including, but not by such Grantor or way of limitation, raw materials, work in which such Grantor now has or at process and finished goods of any time in the future may acquire any right, title or interest (collectively, the “Collateral”):
(i) all Copyrightsnature and description;
(ii) B. all Patentsof our present and hereafter acquired plant, office and other equipment, including, but not by way of limitation, machinery and all attachments and appurtenances thereto, tools, dies, molds, jigs, bores, patterns, appliances, fixtures, furniture and furnishings
C. all of our account receivable whether or not eligible now existing or hereafter arising;
(iii) D. all Trademarksof our present and hereafter acquired contracts, computer programs and tapes, purchase orders, chattel paper, and negotiable documents;
(iv) E. all Licensesof our present and hereafter acquired general intangibles, including, but not by way of limitation, our name and goodwill, trademarks, tradenames, copyrights, processes, patents, patent rights, patent applications, licenses, inventions, royalties, commissions and tax refunds:
F. all of our present and hereafter acquired bank and deposit accounts of every kind or nature;
(v) G. insurance policies of every kind and nature, including unearned premium rebates.
H. proceeds of all of the above.
I. all ledger shoots, files, books, records and documents relating to accounts, inventory or other Intellectual Property; - collateral,
J. such other security designated on such separate written instruments, which we now or hereafter deliver to you: and
(vi) all Proceeds and products of K. any and all other property of the foregoing ours coming into your possession or under your control; all of which security interest, assignments and all collateral security pledges we hereby grant to you in accordance with and guarantees given by any Person with respect subject to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the California Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such GrantorCode. Each Grantor agrees new advance (and all prior advances, indebtedness or liabilities) shall be covered by all security agreements which we have then given or caused to provide such information be given to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partyyou.
(c) The Security Interest is granted as security only and shall not subject the 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 ObligationsObligations (other than, including in the Guaranteescase of Security Interests granted by any Subsidiary Credit Party, any Obligation of Parent), each Grantor hereby assigns and pledges grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or in, 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 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksMoney and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Equipment;
(vi) all General Intangibles, including all Intellectual Property;
(vii) all Instruments;
(viii) all Inventory;
(ix) all other Goods;
(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 (it being understood that such Schedule IV shall be deemed supplemented by any reference to any Commercial Tort Claim (and the description thereof) contained in a Supplement Collateral Questionnaire delivered pursuant to Section 5.1(e) of the Credit Agreement, in the same form as such reference and description are set forth on such Supplemental Collateral Questionnaire).
(xiii) all books and records pertaining to the Article 9 Collateral; and
(vixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of the other provisions Notwithstanding anything herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of lawcontrary, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.)if, to the extent and for so long as any asset or property 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 granting (A) 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) and (B) all representations hereunder with respect to Article 9 Collateral (or any portion thereof) and all covenants hereunder (other than those set forth in Section 7.16) to deliver, provide notice with respect to or take any other action with respect to Article 9 Collateral (or any portion thereof) shall not apply to any asset or property if, to the extent and for so long as such asset or property constitutes an Excluded Asset). Notwithstanding the foregoing or anything herein to the contrary, automatically upon the sale of any Receivables and related assets, if any, pursuant to a lien Master Intercompany Agreement, the Security Interests in such Trademark application prior Receivables and related assets, if any, granted hereunder shall be immediately released and such sold Receivables and related assets, if any, shall not be part of the Article 9 Collateral or the Collateral, provided that such release shall not be in derogation or limitation of any rights in any other Article 9 Collateral, including Article 9 Collateral described in clause (a)(i) above (and such release shall be deemed to such filing would adversely affect the enforceability or validity of such Trademark applicationbe in exchange for Article 9 Collateral described in clause (a)(i) above).
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral by any description which the Collateral Agent determines reasonably approximates the description contained in this Agreement and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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 Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) 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 Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article III are granted as security only and shall not subject the 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 prompt, complete and indefeasible payment when due (whether at stated payment dates or performance, as otherwise) of all the case may be, Secured Obligations and in full order to induce Lender to make the Loan(s) upon the terms and subject to the conditions of the ObligationsNote(s), including the Guarantees, each Grantor Borrower hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender for the benefit of the Secured Partiessecurity purposes only, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Lender a security interest (the “Security Interest”) in in, all of Borrower's right, title or and interest in or in, to any and all under each of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in (all of which such Grantor now has or at any time in being hereinafter collectively called the future may acquire any right, title or interest (collectively, the “"Collateral”"):
(ia) all CopyrightsAll Receivables;
(iib) all PatentsAll Equipment;
(iiic) all TrademarksAll Fixtures;
(ivd) all LicensesAll General Intangibles;
(ve) all All Inventory;
(f) All other Intellectual Propertygoods and personal property of Borrower whether tangible or intangible and whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located; and
(vig) To the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing. .
(h) The foregoing Collateral excludes Intellectual Property currently held or hereafter obtained, including without limitation, the Borrower's right, title and interest in or licenses to all patents, trademarks, service marks, tradenames, copyrights, trade secrets, database or other information, and any other proprietary rights or processes and any rights to enforce or enjoy the benefits thereof, provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or event Borrower grants to any other IP registry office), this Agreement shall not constitute a grant of party a security interest in any property to the extent that such grant of a its Intellectual Property, without Lender's prior written consent, Lender's security interest is prohibited by shall be deemed to include Intellectual Property without any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in further action on the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture part of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seqparties.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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
Samples: Subordinated Loan and Security Agreement (Battery Express Inc)
Security Interest. (ai) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to to, and grants a continuing security interest in favor of, the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 “Security Agreement Collateral”):
(i) all CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDeposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-credit rights;
(xi) all Assigned Contracts;
(xii) all books and records pertaining to the Security Agreement Collateral;
(xiii) commercial tort claims described on Schedule IV;
(xiv) all As-extracted collateral; and
(vixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made set forth in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Article IV, this Agreement shall not constitute a grant of a security interest in any property Security Agreement Collateral that on the Effective Date is not material or that is acquired after the Effective Date, in each case to the extent that such grant of a security interest is prohibited by any rule of applicable law, statute or regulation requires a consent not obtained of any Governmental Authority pursuant to applicable law, or is prohibited by, or constitutes a breach or a default under or under, results in or would permit the termination of, or requires any consent (other than of any Grantor) not obtained under, any contract, license, agreement, instrument instrument, indenture, permit or other document document, in each case evidencing or giving rise to such propertySecurity Agreement Collateral or, in the case of any Investment Property, Equity Interests in any Joint Venture, or would result in the forfeiture of the Grantors’ rights in the property including, without limitationPledged Debt Securities, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademarkapplicable shareholder or similar agreement, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), except to the extent that granting a lien such requirement of law or the term in such Trademark application prior contract, license, agreement, instrument, indenture, permit or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; provided further that the foregoing limitation shall not affect, limit, restrict or impair the grant by such Grantor of a security interest pursuant to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file this Agreement in any relevant jurisdiction any initial financing statements with respect to the Collateral receivable or any part thereof and amendments thereto that contain money or other amounts due or to become due under any such contract, license, agreement, instrument, indenture, permit or other document or in the information required by Article 9 of Proceeds from the Uniform Commercial Code sale or the analogous legislation of each applicable jurisdiction for the filing disposition of any financing statement such contract, license, agreement, instrument, indenture, permit or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partydocument.
(c) The Security Interest is granted as security only and shall not subject the 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
Samples: Credit Agreement (Compass Minerals International Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full and performance of the Obligations, including the Guarantees, each Grantor Debtor hereby assigns and pledges grants to the Notes Collateral Agent, its successors and assignsSecured Party as collateral agent, for itself and for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesLenders, a security interest (the “Security Interest”) in all of Debtor’s right, title and interest in, to and under all of its (i) personal property, wherever located and whether now existing or interest owned or hereafter acquired or arising, including all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment (including all fixtures), general intangibles, instruments, inventory, investment property, letter-of-credit rights, money, and other goods, and (ii) real property and real property interests, appurtenances, and fixtures, including rights of possession and use under leases and licenses, tenant improvements, and rights under options to lease or purchase and the like, and in or to the case of each of clauses (i) and (ii), all products, proceeds and supporting obligations of 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 foregoing (collectively, the “Collateral”):).
(b) This Agreement shall create a lien and continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 15 hereof.
(c) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term “Collateral” shall not include, either of Debtor’s deposit account numbers 3000000 and 3208014 with Five Star Bank located in Rancho Cordova, California or any proceeds thereof, or any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) all Copyrights;
such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Propertysuch consent has not been obtained; and
(vi) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, that notwithstanding the foregoing grant of security interest shall extend to, and the term “Collateral” shall include, (A) any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Officegeneral intangible which is an account receivable or a proceed of, or other IP registry office)otherwise related to the enforcement or collection of, this Agreement shall not constitute a grant any account receivable, or goods which are the subject of a security interest in any property account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party’s consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in and the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s term “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationCollateral”.
(bd) Each Grantor hereby irrevocably authorizes Anything herein to the Notes contrary notwithstanding, in no event shall the Collateral Agent for the benefit include, and Debtor shall not be deemed to have granted a security interest in, any of Debtor’s right, title or interest in any of the Secured Parties at any time and from time outstanding voting capital stock or other ownership interests of a Controlled Foreign Corporation (as defined below) in excess of 65% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to time vote; provided that (i) immediately upon the amendment of the Internal Revenue Code of 1986, as amended, to file allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in any relevant jurisdiction any initial financing statements with respect to a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and Debtor shall be deemed to have granted a security interest in, such greater percentage of capital stock or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation other ownership interests of each applicable jurisdiction for Controlled Foreign Corporation; and (ii) if no adverse tax consequences to Debtor shall arise or exist in connection with the filing pledge of any financing statement or amendment, including whether such Grantor is an organizationControlled Foreign Corporation, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantorshall include, and naming any Grantor or Debtor shall be deemed to have granted a security interest in, such Controlled Foreign Corporation. As used herein, “Controlled Foreign Corporation” shall mean a “controlled foreign corporation” as defined in the Grantors Internal Revenue Code of 1986, as debtors and the Notes Collateral Agent as secured partyamended.
(c) The Security Interest is granted as security only and shall not subject the 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 Indenture Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Notes Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Notes Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or in, 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 “Collateral”):
(i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) to the extent not otherwise included, all Proceeds 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, however, provided that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, Office or other IP registry officeoffice in any other jurisdiction), this Agreement shall not constitute a grant of a security interest in (a) any lease, license or other agreement or any property subject to a similar arrangement which is permitted under the Indenture Documents to the extent that a grant of a security interest therein would violate or invalidate such lease, license, agreement or arrangement or create a right of termination in favor of any party thereto (other than a Grantor) after giving effect to the applicable anti-assignment provisions of the applicable Law (including the Uniform Commercial Code) or (b) any property to the extent that such grant of a security interest is prohibited by any rule of law, statute law or regulation or is prohibited by, or constitutes a breach or default under or results in by agreements containing anti-assignment clauses not overridden by applicable Law (including the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, Uniform Commercial Code) or would result in the forfeiture of the Grantors’ Grantor’s rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application; provided, further, that to the extent that any Grantor grants a Lien on any asset or right described in clause (a) or (b) to secure any Obligations under the Credit Agreement or any other First Priority Obligations (as it or any similarly defined term is defined in the Intercreditor Agreement), such Lien shall be granted on such asset or right to the Collateral Agent. Notwithstanding anything to the contrary herein, immediately upon the ineffectiveness, lapse or termination of any restriction or condition set forth in this paragraph, the Collateral shall include, and the Company shall be deemed to have granted a security in, all relevant previously restricted or conditioned rights, interests or other assets, as the case may be, as if such restriction or condition had never been in effect.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Notes Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any GrantorGrantor (only if such signature cannot reasonably be obtained by the Collateral Agent), and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partyNotes Secured Party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Notes 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 grant of a security interest in the Collateral by each Grantor under this Agreement secures the payment of all Indenture Obligations of such Grantor now or hereafter existing under, or in respect of, the Indenture Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Indenture Obligations and that would be owed by such Grantor to any Notes Secured Party under the Indenture Documents but for the fact that such Indenture Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Grantor.
Appears in 1 contract
Samples: Intellectual Property Security Agreement (Lmi Aerospace Inc)
Security Interest. (a) As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or performance, as otherwise) of all the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns Secured Obligations and pledges any other obligations owed to the Notes Collateral AgentHolder by the Company, its successors whether due and assignspayable now or in the future and whether arising under this Note or otherwise, for the benefit of the Secured Parties, and hereby Company grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, each Holder a security interest (the “Security Interest”) in all of Company’s right, title or title, and interest in or and to any and all of the following assets and properties personal property 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 “Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any Foreign Subsidiary); (g) Deposit Accounts; (h) all cash and liquid funds; (i) all Copyrights;
Goods; (iij) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) Collateral IP; and all other Intellectual Propertytangible and intangible personal property of Company whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Company and wherever located, and any of Company’s property in the possession or under the control of Holder; and
(vi) , to the extent not otherwise included, all Proceeds and products proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing. provided, however, that notwithstanding any Notwithstanding the broad grant of the other provisions herein security interest set forth in this section, the Collateral shall not include (and notwithstanding any recording w) more than 65% of the Notes Collateral Agent’s Lien made in the U.S. Patent presently existing and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant hereafter arising issued and outstanding shares of a security interest in any property to the extent that such grant of a security interest is prohibited capital stock owned by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination Company of any contract, license, agreement, instrument or other document evidencing or giving rise Foreign Subsidiary which shares entitle the holder thereof to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent vote 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent directors or any other Secured Party tomatter, (x) Company’s equity interests in Total Amyris BioSolutions and all other “Collateral” as defined in that certain Deed of Pledge of Shares, dated as of December 2, 2013, by Company to Total Energies Nouvelles Activités USA, (y) Company’s equity interests in Novvi, LLC or in SMA Industria Quimica S.A. and (iv) any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of Excluded Intellectual Property. The following capitalized terms shall have the Collateral.following meanings:
Appears in 1 contract
Security Interest. (a) As Tenant hereby pledges, transfers and assigns to Landlord, and grants to Landlord, as additional security for the payment or performanceTenant's obligations under this Lease, as the case may be, a continuing perfected first priority security interest in full of the 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 Partiesto, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 “Collateral”):
first lien upon: (i) the Accounts and Local Accounts owned by it and all Copyrights;
amounts which may from time to time be on deposit in each of the Accounts and Local Accounts (such first lien is subject to the Lien on Membership Contract Receivables arising under the Working Capital Loan Documents); (ii) all Patents;
of Tenant's right, title and interest in and to all cash, property or rights transferred to or deposited in each Account and each Local Account from time to time; (iii) all Trademarks;
certificates and instruments, if any, from time to time representing or evidencing the Accounts or Local Accounts or any amount on deposit in any thereof, or any value received as a consequence of possession thereof, including all interest, dividends, cash, instruments and other property from time to time received or otherwise distributed in respect of, or in exchange for, any or all of such Accounts or Local Accounts; (iv) all Licenses;
monies, chattel paper, checks, notes, bills of exchange, negotiable instruments, documents of title, money orders, commercial paper, and other security instruments, documents, deposits and credits from time to time in the possession of Landlord representing or evidencing such Accounts or Local Accounts; (v) all other Intellectual Propertyproperty, held in, credited to or constituting part of any of the Accounts or Local Accounts; and
(vi) all Proceeds earnings and products of investments held in any Account or Local Account in accordance with this Lease; and (vii) to the extent not described above, any and all proceeds of the foregoing (collectively, the "ACCOUNT COLLATERAL"). This Lease and the pledge, assignment and grant of security interest made hereby secures payment of all collateral of Tenant's obligations under this Lease in accordance with the provisions set forth herein. This Lease shall be deemed a security and guarantees given by any Person with respect to any agreement within the meaning of the foregoing. provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seqUCC.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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
Samples: Lease Agreement (Manufactured Home Communities 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 Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 Copyrights;Accounts; Table of Contents
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(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
(xiv) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in, and the definitions of “Security Interest” and “Article 9 Collateral” shall not include, (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, (e) any Pledgor’s right, title or interest in any property 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 grant of a security interest is prohibited by any rule of lawterm would be rendered ineffective pursuant to Section 9-406, statute 9-407, 9-408 or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture 9-409 of the Grantors’ rights in the property New York UCC or any other applicable law (including, without limitation, any Trademark applications filed in Title 11 of the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(cCode) or Section 1(d) principles of the Xxxxxx Act (15 U.S.C. 1051, et seq.equity), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDocuments;
(iv) all LicensesEquipment, Goods and Fixtures;
(v) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate;
(vi) all other General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Intellectual Property Collateral;
(x) all Investment Property;
(xi) all Supporting Obligations;
(xii) all Money and all Deposit Accounts;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xiv) all Letters of Credit and Letter-of-Credit Rights; and
(vixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, ; provided that notwithstanding any of anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the perfection of a security interest in which is excluded from the UCC in the relevant jurisdiction, (B) more than 65% of the issued and outstanding Equity Interests of any property Foreign Subsidiary, (C) any Equipment that is subject to a purchase money lien or a capital lease permitted under the Credit Agreement to the extent that the documents relating to such purchase money lien or capital lease validly prohibits such Equipment to be subject to the Security Interest created hereby, or (D) any General Intangible, Investment Property, Accounts, Intellectual Property Collateral, promissory notes, chattel paper, or other such rights of a Grantor if (but only to the extent that) the grant of a security interest is prohibited by therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property, Accounts, Intellectual Property Collateral, promissory notes, chattel paper, or other such rights in favor of a third party or under any rule of law, statute regulation, permit, order, judgment or regulation or is prohibited by, or constitutes a breach or default under or results in the termination decree of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademarkGovernmental Authority, unless and until acceptable evidence all required consents shall have been obtained (for the avoidance of use 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 Trademark has been filed with right to terminate its obligations or such Grantor’s rights thereunder, provided however, that the United States Patent and Trademark Office limitation set forth in clause (D) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), this Agreement in any such Collateral to the extent that granting a lien in an otherwise applicable prohibition or restriction on such Trademark application prior grant is rendered ineffective by any applicable law, including the UCC. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonably efforts to obtain any such filing would adversely affect required consent that is reasonably obtainable with respect to Collateral which the enforceability or validity of such Trademark applicationAdministrative Agent reasonably determines to be material.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto or continuation statements without the signature of the Grantor in respect thereof that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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 Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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
Samples: Security Agreement (Transcultural Health Develpment, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial 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 collateral security and guarantees given by any Person person with respect to any of the foregoing. providedNotwithstanding anything herein to the contrary, howeverin no event shall the Article 9 Collateral or the Pledged Collateral include, that notwithstanding and no Grantor shall be deemed to have granted a Security Interest in, any of such Grantor’s right, title or interest (a) in any Intellectual Property if the other provisions herein grant of such security interest shall constitute or result in (and notwithstanding i) the abandonment, invalidation or rendering unenforceable of any recording right, title or interest of any Grantor therein, (ii) the Notes Collateral Agent’s Lien made in breach or termination pursuant to the U.S. Patent and Trademark Office, U.S. Copyright Officeterms of, or other IP registry office)a default under, this Agreement shall not constitute a any Intellectual Property or (iii) the violation of any applicable law, (b) in any General Intangible if the grant of a such security interest in (i) shall violate any property to the extent that such grant of a security interest is applicable law or be prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or indenture governing such General Intangible, (ii) would give any other document evidencing or giving rise party to such propertycontract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained, (c) in any lease, license, contract, property rights or agreement to which any Grantor is a party or any of its rights or interests thereunder if the grant of such security interest (i) shall violate any applicable law or be prohibited by any contract, agreement, instrument or indenture governing such lease, license, contract, property rights or agreement, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder, (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained, (iv) shall constitute or result in the forfeiture abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (v) shall constitute or result in a breach or termination pursuant to the Grantors’ rights in the property includingterms of, without limitationor a default under, any Trademark applications filed such lease, license, contract, property rights or agreement; in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant each case as to Section 1(c) or Section 1(d) of the Xxxxxx Act clauses (15 U.S.C. 1051, et seq.a), (b) and (c), other than to the extent that granting a lien in any such Trademark application prior term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9- 409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) (provided, however that such filing would adversely affect security interest shall attach, immediately at such time as and to the enforceability or validity extent severable, to any portion of such Trademark applicationIntellectual Property, General Intangible, lease, license, contract, property rights or agreement that does not result or no longer results in any of the consequences specified in clauses (a), (b) and/or (c) above), (d) in any Exempt Deposit Accounts, (e) in any Excluded Assets, (f) vehicles or leaseholds, (g) in any outstanding uncertificated Equity Interests of a Foreign Subsidiary that is not held directly by Holdings, the Borrower or a Domestic Subsidiary or that is in excess of 65% of the issued and outstanding voting Equity Interests of such Foreign Subsidiary, or (h) assets as to which the Administrative Agent has reasonably determined that the costs of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as all assets of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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 Notes 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 Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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.
Appears in 1 contract
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 its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Inventory and all other Goods not otherwise described above;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(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
(xiv) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any property vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Equity Interests in any Subsidiary of the Issuer, (c) any assets whether now owned or hereafter acquired, with respect to which the Collateral and Guarantee Requirement (as such term is defined in the Credit Agreement) or the other paragraphs of Section 5.10 of the Credit Agreement as in effect on the date hereof would not be required to be satisfied by reason of Section 5.10(g) of the Credit Agreement if hereafter acquired, (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, (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 grant of a security interest is prohibited by any rule of lawterm would be rendered ineffective pursuant to Section 9-406, statute 9-407, 9-408 or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture 9-409 of the Grantors’ rights in the property New York UCC or any other applicable law (including, without limitation, any Trademark applications filed in Title 11 of the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(cCode) or Section 1(dprinciples of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect or (f) any Equipment owned by any Pledgor that is subject to a purchase money lien or a Capital Lease Obligation if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of any person other than the Xxxxxx Act (15 U.S.C. 1051, et seq.), Pledgors as a condition to the extent that granting a lien in creation of any other security interest on such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationEquipment.
(b) Each Grantor Pledgor hereby irrevocably authorizes the 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) with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) 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 (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 Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office 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 granted by each GrantorPledgor, without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes 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 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(vixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. ; provided, however, that notwithstanding the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to (A) any lease, license, contract, property rights or agreement to which any Grantor is a party (or to any of its rights or interests thereunder) if the other provisions herein grant of such security interest would constitute or result in either (and notwithstanding x) the abandonment, invalidation or unenforceability of any recording right, title or interest of any Grantor therein or (y) in a breach or termination pursuant to the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Officeterms of, or a default under, any such lease, license, contract, property rights or agreement (other IP registry office)than, this Agreement shall not constitute a grant of a security interest in any property each case, to the extent that any such grant term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, or (C) any application for registration of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been trademark filed with the United States Patent and Trademark Office pursuant on an intent-to-use basis until such time (if any) as a statement of use or amendment to Section 1(c) or Section 1(d) allege use is filed, at which time such trademark shall automatically become part of the Xxxxxx Act (15 U.S.C. 1051, et seq.), Collateral and subject to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationsecurity interest pledged.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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 Notes 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 Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Clearlake Capital Partners, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all present and future property and assets of such Grantor, including, without limitation, all right, title or interest in or to 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 “Personal Property Collateral”):
(i) all CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarksdeposit accounts (as defined in the Uniform Commercial Code from time to time in effect in the State of New York);
(iv) all LicensesDocuments of Title;
(v) all other Intellectual Equipment;
(vi) all Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all rights under letters-of-credit in favour of such Grantor;
(xi) all commercial tort claims (as defined in the Uniform Commercial Code from time to time in effect in the State of New York);
(xii) all books and records pertaining to the Personal Property Collateral; and
(vixiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided, however, ; provided that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to in, and the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitationPersonal Property Collateral shall not include, any Trademark applications filed in the United States Patent and Trademark Office on the basis of assets or property that are Excluded Assets for so long as such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) assets or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationproperty constitute Excluded Assets.
(b) The Collateral Agent agrees that the Notes Priority Collateral Security Interest shall be subordinated as described in, and subject to, the Intercreditor Agreement.
(c) Each Grantor hereby irrevocably authorizes the 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 (other than fixture filings) or other equivalent instruments or documents with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code PPSA or the analogous personal property security legislation of each applicable jurisdiction for the filing of any financing statement or other equivalent instruments or documents or amendment, including (a) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such GrantorGrantor and (b) in the case of a financing statement or other equivalent instrument or document filed as a fixture filing or covering Personal Property Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Personal Property Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Each Grantor also ratifies its authorization for 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 or any similar office in any other country) such documents as may be necessary relevant jurisdiction any initial financing statements or advisable for amendments thereto if filed prior to the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured partydate hereof.
(cd) The Security Interest is granted as security only and shall not subject the 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 Personal Property Collateral.
(e) Each Grantor confirms that value has been given by the Secured Parties to each such Grantor, that each such Grantor has rights in the Collateral (other than after-acquired property) in which such Grantor has granted any security interests hereunder and that each Grantor and the Collateral Agent have not agreed to postpone the time for attachment of the security interests created by this Agreement to any of the Collateral. All security interests created by this Agreement will have effect and be deemed to be effective whether or not the Obligations or any part thereof are owing or in existence before or after or upon the date of this Agreement.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all right, title or interest in or to any and all of the following assets and properties property of such Grantor 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”):), including:
(i) all CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Equipment;
(vi) all General Intangibles, including all Intellectual Property and Licenses;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims described on Schedule IV;
(xii) all books and records pertaining to the Article 9 Collateral; and
(vixiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided; provided , however, that notwithstanding any of anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)this Agreement, this Agreement shall not constitute constitute, and the term Article 9 Collateral shall not include, a grant of a security interest in any property to stock excluded from the extent that such grant definition of a security interest is prohibited by any rule of law, statute “Pledged Stock” or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationExcluded Assets.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Collateral or any part thereof and amendments thereto that (i) 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 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 GrantorGrantor 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 Notes Collateral Agent promptly upon request. The Notes Each Grantor also ratifies its authorization for the Collateral Agent is to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. Each Grantor hereby further authorized authorizes the Collateral Agent to execute and/or file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each GrantorGrantor (including without limitation the Copyright Security Agreement, without the signature of any GrantorPatent Security Agreement and the Trademark Security Agreement), and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party, and each Grantor agrees to execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request for purposes of the foregoing.
(c) The Security Interest is granted as security only and shall not subject the 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) [Reserved].
(e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE RELATIVE RIGHTS AND REMEDIES OF THE COLLATERAL AGENT AND THE SECURED PARTIES HEREUNDER SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS HEREOF AND THE TERMS OF THE INTERCREDITOR AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL AT ANY TIME THE INTERCREDITOR AGREEMENT IS IN EFFECT.
(f) All rights of the Collateral Agent hereunder, the Security Interest in the Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of any provisions of each of the Term Loan Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Term Loan Agreement, any other Loan Document or any other agreement or instrument, (iii) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement (other than a defense of payment or performance).
(g) Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to, and the term “Article 9 Collateral” shall not include, any Excluded Assets.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Sportsman's Warehouse 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title or and interest in or in, 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”):
(iI) all CopyrightsAccounts;
(iiII) all PatentsChattel Paper;
(iiiIII) all TrademarksCash and Deposit Accounts;
(ivIV) all LicensesDocuments;
(vV) all Equipment;
(VI) all General Intangibles, including all Intellectual Property;
(VII) all Instruments;
(VIII) all Inventory;
(IX) all other Intellectual Goods and Fixtures;
(X) all Investment Property;
(XI) all Letter-of-Credit Rights;
(XII) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(d);
(XIII) all books and records pertaining to the Article 9 Collateral; and
(viXIV) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. provided; provided that in no event shall the Security Interest attach to (A) any lease, howeverlicense, that notwithstanding contract or agreement to which a Grantor is a party or any of its rights or interests thereunder if, to the other provisions herein (extent and notwithstanding any recording for so long as the grant of such security interest shall constitute or result in a breach or termination pursuant to the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Officeterms of, or a default under, any such lease, license, contract or agreement (other IP registry office), this Agreement shall not constitute a grant of a security interest in any property than to the extent that any such grant of a security interest is prohibited by any rule of lawterm would be rendered ineffective, statute or regulation or is prohibited byotherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture 9-409 of the Grantors’ rights in the property including, without limitation, New York UCC or any Trademark applications filed in the United States Patent and Trademark Office on the basis other applicable Requirement of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.Law); provided that, to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendmentseverable, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted shall attach immediately to any portion of such lease, license, contract or agreement that does not result in any such breach, termination or default, including any Proceeds of such lease, license, contract or agreement; (B) any motor vehicle or other asset covered by each Grantora certificate of title or ownership, without whether now owned or hereafter acquired, the signature perfection of which is excluded from the UCC in the relevant jurisdiction; (C) any Grantor, and naming 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 Grantors as debtors and Credit Agreement (other than to the Notes Collateral Agent as secured party.
(c) The Security Interest extent that any such term would be rendered ineffective, or is granted as security only and shall not subject otherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Notes Collateral Agent New York UCC or any other applicable Requirement of Law), in each case if, to the extent and for so long as the grant of a Lien thereon hereunder to secure the Secured Party toObligations constitutes a breach of or a default under any agreement pursuant to which such Lien has been created; provided 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 in any way alter or modifyis otherwise unenforceable under, any obligation or liability Requirements of Law; (D) any asset owned by any Grantor with respect to or arising out of which Holdings shall have provided to the Collateral.Administrative
Appears in 1 contract
Samples: Collateral Agreement
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDeposit Accounts;
(iv) all LicensesDocuments (other than title documents relating to vehicles);
(v) all Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) All Investment Property;
(x) Letter-of-Credit Rights;
(xi) Commercial Tort Claims described in Schedule IV;
(xii) all other Intellectual Propertypersonal property (other than leasehold interests in real property) not otherwise described above (except for any property specifically excluded from any clause in this section above and any property specifically excluded from any defined term used in any clause of this section);
(xiii) all books and records; and
(vixiv) all Proceeds and products of any and all Supporting Obligations of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. ; provided, that notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to, nor the terms “Article 9 Collateral” or “Pledged Stock” include (A) 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 (i) the unenforceability of any right of the Grantor therein or (ii) in 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 Sections 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, that notwithstanding 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 other provisions herein consequences specified in (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, i) or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property (ii) including, without limitation, any Trademark applications filed proceeds of such contract or agreement, (B) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or any Equity Interests in any Person that is not a wholly-owned Subsidiary where, pursuant to the United States Patent organizational documents or any related shareholders or similar agreement of such Person, the grant of such security interest or lien is prohibited or prohibited without the consent of the equity holders of such Person (other than the Borrower or any wholly-owned Subsidiary thereof); and Trademark Office (C) assets owned by any Grantor on the basis of such Grantor’s “intent-to-use” such trademark, unless date hereof or hereafter acquired and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office any proceeds thereof that are subject to a Lien securing Indebtedness permitted to be incurred pursuant to Section 1(c) or Section 1(d6.01(a)(v) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), Credit Agreement to the extent that granting a lien and for so long as the contract or other agreement in which such Trademark application prior to Lien is granted (or the documentation providing for such filing would adversely affect Indebtedness) validly prohibits the enforceability or validity creation of any other Lien on such Trademark applicationassets and proceeds.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Pledgor, whether now owned or hereafter acquired or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor and (b) in the case of a financing statement filed as a fixture filing 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 Notes Collateral 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 Notes Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Administrative Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral 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: Revolving Credit Agreement (Ami Celebrity Publications, LLC)
Security Interest. (a) As security for Subject to the payment or performanceentry thereof, as the case may be, DIP Order creates in full favor of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, Agent (for the benefit of the Secured Parties), in each case, a legal, valid and hereby grants enforceable security interest in and Lien on the Collateral described therein and proceeds thereof, which security interest and Lien shall be valid and perfected as of the Closing Date by entry of the DIP Order with respect to each Loan Party and which shall constitute a continuing security interest and Lien on the Collateral having priority over all other security interests and Liens on the Collateral and securing all the Obligations, other than as set forth in the DIP Order. The Collateral Agent and Lenders shall not be required to file or record any financing statements, mortgages, notices of Lien or similar instruments, in any jurisdiction or filing office or to take any other action in order to validate, perfect or establish the priority of the security interest and Xxxx granted pursuant to the Notes Collateral Agent, its successors and assigns, for the benefit DIP Order.
(b) Pursuant to Section 364(c)(1) of the Secured PartiesU.S. Bankruptcy Code, a security interest the Obligations of the Loan Parties shall at all times constitute allowed senior administrative expenses against each of the Loan Parties in the Chapter 11 Cases (without the “Security Interest”) in all rightneed to file any proof of claim or request for payment of administrative expense), title or interest in or to with priority over any and all of the following assets other administrative expenses, adequate protection claims, diminution claims 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 “Collateral”):
(i) all Copyrights;
(ii) all Patents;
(iii) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) all Proceeds and products claims against the Loan Parties, now existing or hereafter arising, of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. providedkind or nature whatsoever, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use all administrative expenses of the Trademark has been filed with the United States Patent kind specified in Sections 503(b) and Trademark Office pursuant to Section 1(c) or Section 1(d507(b) of the Xxxxxx Act (15 U.S.C. 1051U.S. Bankruptcy Code, et seq.and over any and all other administrative expense claims arising under Sections 105, 326, 328, 330, 331, 503(b), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit 506(c), 507(a), 507(b), 546, 726, 1113 and 1114 of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral U.S. Bankruptcy Code, whether or any part thereof and amendments thereto that contain the information required not such expenses or claims may become secured by Article 9 a judgment Lien or other non-consensual Lien, levy or attachment, which allowed claims shall for purposes of Section 1129(a)(9)(A) of the Uniform Commercial U.S. Bankruptcy Code or be considered administrative expenses allowed under Section 503(b) of the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any GrantorU.S. Bankruptcy Code, and naming any Grantor or which shall be payable from and have recourse to all pre- and post-petition property of the Grantors Loan Parties and their estates and all proceeds thereof other than as debtors and set forth in the Notes Collateral Agent as secured partyDIP Order.
(c) The Security Interest is granted as security only and shall not subject Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the Notes Collateral Agent contrary, no Borrower or any other Secured Loan Party tomakes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or in as to the rights and remedies of the Agents or any way alter or modify, any obligation or liability of any Grantor Lender with respect to or arising out of the Collateralthereto, under foreign law.
Appears in 1 contract
Samples: Senior Secured Superpriority Debtor in Possession Credit Agreement (Audacy, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksContracts;
(iv) all LicensesDeposit Accounts;
(v) all other Documents;
(vi) all Equipment;
(vii) all Fixtures;
(viii) all General Intangibles;
(ix) all Instruments;
(x) all Intellectual Property;
(xi) all Inventory;
(xii) all Investment Property;
(xiii) all Letters-of-Credit and Letter-of-Credit Rights;
(xiv) all Money;
(xv) all Commercial Tort Claims including, without limitation, the Commercial Tort Claims specified in the Perfection Certificate;
(xvi) all Pledged Collateral, Goods, insurance and other property not otherwise described above;
(xvii) all books and records pertaining to the Article 9 Collateral; and
(vixviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security security, supporting obligations and guarantees given by any Person person with respect to any of the foregoing. providedNotwithstanding the foregoing, however, that notwithstanding the Article 9 Collateral shall not include any of the other provisions herein following assets now owned or hereafter acquired which would otherwise be included in the Article 9 Collateral: (and notwithstanding any recording a) assets sold to a person which is not a Grantor in compliance with the Credit Agreement, (b) assets owned by a Guarantor after the release of the Notes Collateral Agent’s guarantee of such Guarantor pursuant to Section 7.15, (c) assets subject to a Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry officepermitted by Sections 6.2(a), this (c) and (i) of the Credit Agreement shall not constitute a (but only to the extent and for so long as the grant of a security interest in any property to thereon would violate the extent that documentation governing such grant Lien), (d) licenses, contracts and agreements 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 prohibited by any rule of lawvalid notwithstanding Sections 9-406, statute or regulation or is prohibited by9-407, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture 9-408 and 9-409 of the Grantors’ rights in the property includingapplicable Uniform Commercial Code, without limitation(e) vehicles, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c(f) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), Investment Property solely to the extent excluded by the proviso in Section 3.1(a), (g) real estate leasehold interests in real estate that granting a lien is not used for manufacturing and (h) any other asset, if any, specifically identified from time to time by the Administrative Agent and the Borrower in such Trademark application prior writing in connection with the determination by the Administrative Agent pursuant to such filing would adversely affect the enforceability or validity last sentence of such Trademark applicationSection 5.9 of the Credit Agreement.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral 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 with respect to the Collateral or any part thereof (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such GrantorGrantor and (ii) 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 Notes Collateral Administrative Agent promptly upon request. Each Grantor authorizes the Administrative Agent to use the collateral description “all personal property” or words of similar import in any such financing statements. 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 Notes Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or to file such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Administrative Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral 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 1 contract
Samples: Credit Agreement (Knoll Inc)
Security Interest. (a) As security for the payment or performanceand performance of all Obligations (including, as without limitation, the case may beCompany's Obligations hereunder), in full of the Obligations, including Bank shall have and 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 Company hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit Bank a continuing security interest in all property of the Secured PartiesCompany of every kind and description, a security interest (the “Security Interest”) in all righttangible or intangible, title whether now or interest in or to any and all of the following assets and properties hereafter existing, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in acquired, and wherever located, including but not limited to the future may acquire any right, title or interest following (collectively, the “"Collateral”):
(i) "): all Copyrights;
(ii) furniture, and similar property of the Company; all Patents;
(iii) Accounts of the Company; all Trademarks;
(iv) all Licenses;
(v) contract rights of the Company; all other rights of the Company, including, without limitation, amounts due from affiliates, tax refunds, and insurance proceeds; all interest of the Company in goods or services as to which an Account Receivable shall have arisen; all files, records (including, without limitation, computer programs, tapes and related electronic data processing software) and writings of the Company or in which it has an interest in any way relating to the foregoing property; all goods, instruments, documents of title, policies and certificates of insurance, securities, chattel paper, deposits, cash or other property owned by the Company or in which it has an interest which are now or may hereafter be in the possession of the Bank or as to which the Bank may now or hereafter control possession by documents of title or otherwise; all general intangibles of the Company (including, without limitation, all patents, trademarks, trade names, service marks, copyrights and applications for any of the foregoing; all rights to use patents, trademarks, trade names, service marks, and copyrights of any person and all trade secrets, know how and other intellectual property rights (collectively "Intellectual Property"); and
(vi) all Proceeds and products of any and all rights of the foregoing Company to retrieval from third parties of electronically processed and all collateral security and guarantees given by any Person with respect recorded information pertaining to any of the foregoing. provided, however, that notwithstanding types of collateral referred to in this Section 7.1); any other property of the other provisions herein (and notwithstanding any recording Company, real or personal, tangible or intangible, in which the Bank now has or hereafter acquires a security interest or which is now or may hereafter be in the possession of the Notes Collateral Agent’s Lien made in Bank; any sums at any time credited by or due from the U.S. Patent Bank to the Company, including deposits; and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement proceeds and products of all of the foregoing; provided that the Bank shall not constitute a grant of be deemed to have a security interest in any property technology license entered into by the Company and any third party other than an Affiliate or Subsidiary of the Company prior to the extent that date hereof if the granting of such grant of a security interest is prohibited by the Company would be a violation of such technology license. The provisions of this Section 7.1 applicable to general intangibles consisting of Intellectual Property are supplemented by the provisions of the Intellectual Property Security Agreement and any rule conflict between the provisions of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise this Agreement as applicable to such property, or would result general intangibles and the Intellectual Property Security Agreement shall be resolved in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis favor of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seqAgreement.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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 with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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
Samples: Revolving Credit and Security Agreement (Hemasure 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 Pledgor 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Intellectual Property;
(ix) all Goods and Inventory;
(x) all Investment Property including the Pledged Collateral;
(xi) all Letters 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
(xiv) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, that notwithstanding any of Notwithstanding anything to the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made contrary in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office)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 or other property covered by a certificate of title or ownership, whether now owned or hereafter acquired to the extent that the filing of a UCC-1 financing statement in the jurisdiction of organization (or other location of a Pledgor under Section 9-307 of the New York UCC) of the applicable Pledgor cannot perfect a security interest therein;
(B) any Excluded Equity Interests;
(C) any lease, license, franchise, charter, authorization, contract or agreement to which any Pledgor is a party, together with any rights or interest thereunder, in each case, if and to the extent that, and for so long as, such grant of a security interest therein (i) is prohibited by or would violate applicable law or regulation, (ii) requires any rule governmental (including regulatory) consent, approval, license or authorization that has not been obtained or consent of lawa third party that is not a Pledgor or a Subsidiary of a Pledgor 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 which consent has not been obtained, statute or regulation or (iii) is prohibited byby or in violation of a term, provision or constitutes a breach or default under or results in the termination condition of any contractlease, license, agreementfranchise, instrument charter, authorization, contract or other document evidencing or giving rise agreement to which such propertyPledgor is a party, or would result except, in the forfeiture case of each of the Grantors’ rights in the property includingforegoing clauses (i), without limitation(ii), any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.iii), to the extent that granting such prohibition, requirement or restriction would be rendered ineffective under the Anti-Non-Assignment Clauses; provided, however, that, notwithstanding the foregoing, the Article 9 Collateral shall include, at such time as the contractual or legal prohibition or such requirement shall no longer be applicable and to the extent severable, shall attach to any portion of such lease, license, franchise, charter, authorization, contract or agreement not subject to the prohibitions specified in clauses (i), (ii), or (iii) above; provided, further, that the Excluded Property referred to in this clause (A) shall not include any Proceeds or receivables of any such lease, license, franchise, charter, authorization, contract or agreement (except to the extent such Proceeds or receivables constitute Excluded Property);
(D) (1) any “intent to use” applications for trademark or service mark 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;
(i) any leasehold or subleasehold interest (including any ground lease interest) in real property, (ii) any fee interest in owned real property other than Owned Real Property and (iii) any Owned Real Property that contains improve-ments that are located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area”;
(F) any Equipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capital Lease Obligation, in each case, as permitted by the Credit Agreement, if the contract or other agreement in which such Lien 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, in each case, such prohibition or requirement is permitted by the Credit Agreement;
(G) Letter-of-Credit Rights to the extent a security interest therein cannot be perfected by the filing of a UCC-1 financing statement in the jurisdiction of organization (or other location of a Pledgor under Section 9-307 of the New York UCC) of the applicable Pledgor;
(H) all Commercial Tort Claims where the amount of damages reasonably expected to be realized by the applicable Pledgor (as determined by the Borrower in good faith) is not in excess of the Commercial Tort Claim Threshold;
(I) any asset (including any Equity Interests) with respect to which the Borrower has determined in good faith together with the Administrative Agent that the costs or other consequences (including adverse tax consequences) of obtaining, perfecting or maintaining a Security Interest or pledge shall be excessive in view of the fair market value of such asset and/or the benefits to be obtained by the Secured Parties therefrom;
(J) any Excluded Accounts and any assets of any Excluded Subsidiary or any other Person that is not, and is not required to be, a Loan Party;
(K) any asset to the extent excluded by application of the Agreed Security Principles; and
(L) any asset acquired by any Pledgor if and to the extent that, and for so long as, such grant of a security interest therein (i) is prohibited by or would violate applicable law or regulation, (ii) requires any governmental (including regulatory) consent, approval, license or authorization that has not been obtained or consent of a third party that is not a Pledgor or a Subsidiary of a Pledgor 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 which consent has not been obtained, or (iii) is prohibited by or in violation of a term, provision or condition of any contract or agreement to which such Pledgor is a party binding on such asset at the time of its acquisition and not entered into in contemplation of such acquisition, except, in the case of each of the foregoing clauses (i), (ii), and (iii), to the extent that such prohibition, requirement or restriction would be rendered ineffective under the Anti-Non-Assignment Clauses; provided, however, that, notwithstanding the foregoing, the Article 9 Collateral shall include, at such time as the contractual or legal prohibition or such requirement shall no longer be applicable and to the extent severable, shall attach to any portion of such asset, not subject to the prohibitions specified in clauses (i), (ii), or (iii) above; provided that if and when any property shall cease to be Excluded Property, a Lien on and security interest in such Trademark application prior property shall be deemed granted therein and the provisions of this Agreement shall apply to such filing would adversely affect property, including the enforceability Proceeds of any General Intangible, Instrument, license, property right, permit or validity of any other contract or agreement (except to the extent such Trademark applicationProceeds are Excluded Property).
(b) Each Grantor Pledgor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments or continuations thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing with respect to Owned Real Property, 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 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 Notes Collateral 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 Notes Collateral 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 (or and any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing enforcing, protecting or protecting providing notices of the Security Interest granted by each GrantorPledgor, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes 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 1 contract
Samples: Collateral Agreement (EVERTEC, 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 pledges, assigns and pledges grants to the Notes Term Collateral Agent, its successors on behalf of and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of its right, title or and interest in or in, to any and under all of the following assets property and properties 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”):
(a) all Accounts;
(b) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper);
(c) all Intellectual Property;
(d) all Documents;
(e) all Equipment;
(f) all Fixtures;
(g) all General Intangibles;
(h) all Goods;
(i) all CopyrightsInstruments;
(iij) all PatentsInventory;
(iiik) all TrademarksInvestment Property;
(ivl) all LicensesLetter-of-Credit Rights and Supporting Obligations;
(vm) all Deposit Accounts;
(n) [Reserved.];
(o) all Commercial Tort Claims as specified from time to time in Schedule IV hereto (as the same may be updated from time to time in accordance with the terms hereof);
(p) all cash or other Intellectual Propertyproperty deposited with the Term Collateral Agent or any Secured Party or any Affiliate of the Term Collateral Agent or any Secured Party or which the Term Collateral Agent, for its benefit and for the benefit of the other Secured Parties, or any Secured Party or such Affiliate is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement or the Credit Agreement;
(q) all books, records, files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the 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;
(r) As-Extracted Collateral; and
(vis) 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 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 foregoingpayment of money, Chattel Paper, collateral agreements and other documents. provided, however, that notwithstanding any of Notwithstanding the other provisions foregoing or anything herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by contrary, in no event shall the “Article 9 Collateral” include or the Security Interest attach to any rule of law, statute Excluded Collateral or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationExcluded Equity Interests.
(b) Each Grantor hereby irrevocably authorizes the Notes Term 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 initial financing statements statements, with respect to the Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Term Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the 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 Uniform Commercial Code or the analogous legislation of each applicable jurisdiction UCC for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Term Collateral Agent promptly upon request. The Notes Term Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) 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 Patents, Trademarks or Copyrights granted by each Grantor, without the signature of any Grantor, Grantor and naming any Grantor or the Grantors as debtors and the Notes Term Collateral Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Notes Term 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: Term Collateral Agreement (Installed Building Products, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”) "), in all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all Trademarkscash and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(vixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. ; provided, however, that notwithstanding the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to (A) any lease, license, contract, property rights or agreement to which any Grantor is a party (or to any of its rights or interests thereunder) if the other provisions herein grant of such security interest would constitute or result in either (and notwithstanding x) the abandonment, invalidation or unenforceability of any recording right, title or interest of any Grantor therein or (y) in a breach or termination pursuant to the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Officeterms of, or a default under, any such lease, license, contract, property rights or agreement (other IP registry office)than, this Agreement shall not constitute a grant of a security interest in any property each case, to the extent that any such grant term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor's directors and officers liability insurance policies, or (C) any application for registration of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been trademark filed with the United States Patent and Trademark Office pursuant on an intent-to-use basis until such time (if any) as a statement of use or amendment to Section 1(c) or Section 1(d) allege use is filed, at which time such trademark shall automatically become part of the Xxxxxx Act (15 U.S.C. 1051, et seq.), Collateral and subject to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationsecurity interest pledged.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as "all assets" of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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 Notes 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 Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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) 3.1. As security for the prompt, complete and indefeasible payment when due (whether on the Payment Dates or performanceotherwise) of all the Secured Obligations, as the case may be, Borrower grants to Lender a security interest in full all of the ObligationsBorrower’s personal property now owned or hereafter acquired, 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 Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to 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 following: (collectively, the “Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (including Intellectual Property); (e) Accounts; (f) Inventory; (g) Investment Property; (h) Deposit Accounts; (i) all Copyrights;
Cash; (iij) all Patents;
Goods and other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located; and (iiik) all Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing. provided, however, provided that notwithstanding any “Collateral” does not include (i) more than 65% of the issued and outstanding voting capital stock of any Subsidiary that is incorporated or organized in a jurisdiction other provisions herein than the United States or any state or territory thereof or the District of Columbia or (and notwithstanding any recording ii) Intellectual Property (a) to the extent that the assignment of such Intellectual Property or the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant granting of a security interest in any property to the extent that such grant of a security interest therein is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in requires the termination consent of any contract, license, agreement, instrument Person other than Borrower or an affiliate of Borrower under the terms of any agreement between Borrower and any Person other document evidencing or giving rise to such property, or would result in the forfeiture than an affiliate of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.)Borrower, to the extent in either case that granting a lien in any such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
prohibition is enforceable under applicable law and (b) Each Grantor hereby irrevocably authorizes any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed), provided that (A) upon the Notes Collateral Agent for the benefit cessation of such prohibition, such Intellectual Property shall automatically become part of the Secured Parties at any time Collateral and from time to time to file (B) Collateral * Confidential treatment has been requested for this information and a copy of such information has been filed separately with the SEC. shall in any relevant jurisdiction case include any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 proceeds arising out of the Collateraldisposition (including the licensing) of any interest in the Intellectual Property.
3.2. As long as an Event of Default is not continuing, Lender will release its security interest in the Intellectual Property (but retain its security interest in any proceeds arising out of the disposition (including the licensing) of any interest in the Intellectual Property), upon delivery to Lender of evidence reasonably satisfactory to Lender that all of the following have occurred: (a) Borrowers receives gross proceeds after the Closing Date of at least $15,000,000 in the aggregate from the sale or issuance of their respective equity securities or an up-front payment from a strategic partnership transaction; (b) Borrowers receive any one of (i) the forecasted milestone payment from Myriad Genetics, Inc., (ii) the forecasted milestone payment from Adolor Corporation or (iii) *** and (c) a settlement agreement relating to the Maxim litigation has been executed by Epicept Corporation and the plaintiffs party thereto.
Appears in 1 contract
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 its Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or and interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksMoney and Deposit Accounts;
(iv) all LicensesDocuments;
(v) all other Intellectual Property; andEquipment;
(vi) all Proceeds General Intangibles;
(vii) all Instruments;
(viii) all Inventory and all other Goods not otherwise described above;
(ix) all Investment Property;
(x) all Intellectual Property;
(xi) all Commercial Tort Claims with respect to the matters described on Schedule III;
(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
(xiv) to the extent not otherwise included, all other personal property of such Grantor, whether tangible or intangible, and all accessions to, substitutions and replacements for, and all proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. ; provided, however, that notwithstanding any of the other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in in, and the term Article 9 Collateral shall not include, any property Excluded Property. Notwithstanding anything to the extent that such grant contrary in this Agreement or in the Indenture, no property of a security interest is prohibited by any rule of law, statute or regulation or is prohibited byGrantor shall constitute Excluded Property, or otherwise be excluded from the definition of Pledged Collateral or Article 9 Collateral, if such property constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis collateral security obligations of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) Grantor under any First Lien Priority Indebtedness or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark applicationany Second Lien Priority Indebtedness.
(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time time, and irrevocably agrees to file or cause to be filed, in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, (ii) 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 (iii) a description of collateral that describes such property in any other manner as 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, whether now owned or hereafter acquired” or “all property, whether now owned or hereafter acquired” or using words of similar import. Each Grantor agrees to provide such information promptly to the Notes Collateral Agent promptly upon requestcopies of all such filings. The Notes Each Grantor further authorizes the Collateral Agent is further authorized to file, and itself agrees to file or cause to be filed, with the United States Patent and Trademark Office or United States Copyright Office (or any successor office 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 granted by each Grantor, without the signature of any such Grantor, and naming any such Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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
Samples: Collateral Agreement (Anywhere Real Estate Group LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns grants and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all right, title or interest in or to 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 CopyrightsAccounts;
(ii) all PatentsChattel Paper;
(iii) all TrademarksDeposit Accounts;
(iv) all LicensesMoney;
(v) all other Intellectual Documents;
(vi) all Equipment;
(vii) all General 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;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-credit rights;
(xii) all commercial tort claims;
(xiii) all Goods;
(xiv) all books and records pertaining to the Article 9 Collateral; and
(vixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, ; provided that notwithstanding the foregoing shall not include any of the other provisions herein (and notwithstanding asset that such Grantor now has or at any recording of the Notes Collateral Agent’s Lien made time in the U.S. Patent and Trademark Officefuture may acquire the right, U.S. Copyright Office, title or other IP registry office), this Agreement shall not constitute a grant interest of which is (i) the subject of a security interest capital lease (as determined in any property to the extent that such grant of accordance with GAAP) and (ii) legally or beneficially owned by a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes person other than a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.
(b) Each Grantor hereby irrevocably authorizes the 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) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the 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 GrantorGrantor 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 Notes 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 Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents or other instruments as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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
Samples: Guarantee and Collateral Agreement (Buffets Holdings, Inc.)
