The Security Interests. (a) In order to secure the payment and performance of all of the Secured Obligations, the Grantors hereby grant to the Administrative Agent, for the ratable benefit of itself and the Lenders, a continuing security interest in and to all of the Grantors' estate, right, title and interest in and to all of the following property, whether now or hereafter owned or acquired by the Grantors or in which the Grantors now have or hereafter have or acquire any estate, right, title or interest, and whenever located (collectively, along with any other property of any Grantor which may from time to time secure the Secured Obligations, the "Collateral"): (i) all Accounts; (ii) all Inventory; (iii) all Documents; (iv) all Equipment; (v) all Fixtures; (vi) all Instruments; (vii) all General Intangibles; (viii) all Investment Property; (ix) all Vehicles; (x) all Deposit Accounts; (xi) all Commercial Tort Claims identified on Schedule V (as such schedule may be amended, restated, supplemented or otherwise modified from time to time); (xii) all Letter of Credit Rights; (xiii) all Intellectual Property; (xiv) all Chattel Paper; (xv) all money, cash and currency; (xvi) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any Grantor pertaining to any of the Collateral; (xvii) All personal property of each Grantor, whether tangible or intangible, not otherwise described above; and (xviii) All products and Proceeds of all or any of the Collateral described in clauses (i) through (xvii) hereof and all Supporting Obligations given by any Person with respect to any of the foregoing. (b) The Security Interests are granted as security only and shall not subject the Administrative Agent or any Lender to, or transfer to the Administrative Agent or any Lender, or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith.
Appears in 1 contract
The Security Interests. (a) In order to secure the Credit Agreement in accordance with the terms thereof, and to secure the payment and performance of all of the Secured Obligations, the Grantors each Grantor hereby grant grants to the Administrative Agent, for the ratable benefit of itself and the Lenders, a continuing security interest in and to all of the such Grantors' estate, right, title and interest in and to all of the following property, whether now or hereafter owned or acquired by the Grantors Grantor or in which the Grantors such Grantor now have or hereafter have or acquire any estate, estate right, title or interest, and whenever wherever located (collectively, along with any other property of any such Grantor which may from time to time secure the Secured Obligations, the "Collateral"):
(i) all Accounts;
(ii) all Inventory;
(iii) all Documents;
(iv) all Equipment;
(v) all Fixtures;
(vi) all Instruments;
(vii) all General Intangibles;
(viii) all Investment PropertyVehicles;
(ix) The Collateral Account, all Vehiclescash deposited therein from time to time, the investments made pursuant to Section 6 and other monies and property of any kind of any Grantor in the possession or under the control of the Administrative Agent or any Lender;
(x) all Deposit Accounts;
(xi) all Commercial Tort Claims identified on Schedule V (as such schedule may be amended, restated, supplemented or otherwise modified from time to time);
(xii) all Letter of Credit Rights;
(xiii) all Intellectual Property;
(xiv) all Chattel Paper;
(xv) all money, cash and currency;
(xvi) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any Grantor pertaining to any of the Collateral;
(xviixi) All other goods and personal property of each any Grantor, whether tangible or intangible, not otherwise described above; and
(xviiixii) All products and Proceeds of all or any of the Collateral described in clauses (i) through (xviixi) hereof and all Supporting Obligations given by any Person with respect to any of the foregoing.hereof;
(b) The Security Interests are granted as security only and shall not subject the Administrative Agent or any Lender to, or transfer to the Administrative Agent or any Lender, or in any way affect or modify, any obligation or liability of any the Grantor with respect to any of the Collateral or any transaction in connection therewith.
Appears in 1 contract
The Security Interests. (a) In order to secure the full and punctual payment and performance of all its Secured Obligations in accordance with the terms thereof, each Lien Grantor hereby grants to the Administrative Agent for the benefit of the Secured Obligations, the Grantors hereby grant to the Administrative Agent, for the ratable benefit of itself and the Lenders, Parties a continuing security interest in and to all of the Grantors' estate, right, title and interest in and to all following property of the following propertysuch Lien Grantor, whether now owned or existing or hereafter owned acquired or acquired by the Grantors or in which the Grantors now have or hereafter have or acquire any estate, right, title or interest, arising and whenever located (collectively, along with any other property regardless of any Grantor which may from time to time secure the Secured Obligations, the "Collateral"):where located:
(i) all Accounts;
(ii) all InventoryDocuments;
(iii) all DocumentsEquipment;
(iv) all EquipmentGeneral Intangibles, except to the extent that, in the case of contract rights, a grant of such a security interest would cause the applicable contract to be void or voidable or would constitute a default under such contract;
(v) all FixturesInstruments;
(vi) all InstrumentsInventory;
(vii) (x) all General IntangiblesEquity Interests in any U.S. Person now owned or hereafter beneficially owned by such Lien Grantor, (y) the lesser of all voting Equity Interests in any Foreign Person now owned or hereafter beneficially acquired by such Lien Grantor and 65% of all voting Equity Interests in such Foreign Person held by any Person and (z) all non-voting Equity Interests in any Foreign Person now owned or hereafter beneficially acquired by such Lien Grantor and, in each case, all rights and privileges of such Lien Grantor with respect to such Equity Interests, and all dividends, distributions and other payments with respect thereto;
(viii) all Other Investment Property;
(ix) the Insurance Account, all Vehiclescash deposited in either of the foregoing from time to time and the Temporary Cash Investments therein from time to time;
(x) all Deposit Accounts;
(xi) all Commercial Tort Claims identified on Schedule V (as such schedule may be amended, restated, supplemented or otherwise modified from time to time);
(xii) all Letter of Credit Rights;
(xiii) all Intellectual Property;
(xiv) all Chattel Paper;
(xv) all money, cash and currency;
(xvi) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any such Lien Grantor pertaining to any of the its Collateral;
(xvii) All personal property of each Grantor, whether tangible or intangible, not otherwise described above; and
(xviiixi) All products and all Proceeds of all or any of the Collateral collateral described in clauses (ithe foregoing clauses(i) through (xvii) hereof and all Supporting Obligations given by any Person with respect to any of the foregoingx).
(b) The Security Interests are granted as security only and shall not subject the Administrative Agent or any Lender other Secured Party to, or transfer to the Administrative Agent or any Lender, or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.
Appears in 1 contract
The Security Interests. (a) In order to secure the payment due and performance of all punctual fulfillment of the Secured ObligationsObligations (as defined below) its obligations under, the Grantors Debtor hereby grant grants, conveys, transfers and assigns to the Administrative Agent, for the ratable benefit of itself and the Lenders, Secured Party a continuing security interest in the following described fixtures and to personal property, whether now owned or hereafter acquired, together with all of additions, substitutions, replacements and proceeds and all income interest, dividends and other distributions thereon (hereinafter collectively called the Grantors' estate, "Collateral"):
(1) all right, title and interest in and to all the shares of common stock and any other securities of Xxxx.xxx Limited , a corporation organized under the following propertylaws of England and Wales (the name of which entity is anticipated to be changed to B4B Communications, whether Inc.; "Fone") now or hereafter owned directly or acquired beneficially by the Grantors or in which the Grantors now have or hereafter have or acquire any estate, right, title or interest, and whenever located Debtor (collectively, along with any other property of any Grantor which may from time to time secure the Secured Obligations, the "CollateralFone Securities"):
(i) all Accounts;
(ii) all Inventory;
(iii) all Documents;
(iv) all Equipment;
(v) all Fixtures;
(vi) all Instruments;
(vii) all General Intangibles;
(viii) all Investment Property;
(ix) all Vehicles;
(x) all Deposit Accounts;
(xi) all Commercial Tort Claims identified on Schedule V (as such schedule may be amended, restated, supplemented or otherwise modified from time to time);
(xii2) all Letter assets and properties of Credit Rights;
(xiii) whatever kind and description, excluding intellectual property, now or hereafter owned by the Debtor and all Intellectual Property;
(xiv) accessions, additions or improvements to, all Chattel Paper;
(xv) replacements, substitutions and parts for, and all money, cash proceeds and currency;
(xvi) All books products of the foregoing; all bank and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) securities accounts of any Grantor pertaining kind or nature; all books, records and documents relating to the foregoing located at the principal place of business or any other place of business of the Collateral;
(xvii) All personal property Debtor, or at such other location as the business may hereafter be located , or held by any agent, representative or bailee of each Grantor, whether tangible or intangible, not otherwise described abovethe Debtor wherever located; and
(xviii3) All products all right, title and Proceeds of all or any of interest in and to the Collateral described VAT Alternatives (as defined in clauses (i) through (xvii) hereof and all Supporting Obligations given by any Person with respect to any of the foregoingDebentures).
(b) The security interests granted pursuant to this Section 1 (the "Security Interests Interests") are granted as security only and shall not subject the Administrative Agent or any Lender Secured Party to, or transfer to the Administrative Agent or any Lender, or in any way affect or modify, any obligation or liability of any Grantor with respect to the Debtor under any of the Collateral or any transaction in connection therewithwhich gave rise thereto.
(c) If the Collateral includes certificated securities, documents or instruments, such certificates are herewith delivered to the Secured Party or to the Agent (as defined below) or the Agent's designee, accompanied by duly executed blank stock or bond powers or assignments, as applicable. The Debtor hereby authorizes the transfer of possession of all certificates, instruments, documents and other evidence of the Collateral to the Secured Party or the Agent or the Agent's designee. Notwithstanding anything to the contrary contained herein, this Pledge Agreement evidences a present and absolute pledge of the Collateral to the Secured Party, which shall be effective upon the execution of this Pledge Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tanners Restaurant Group Inc)
The Security Interests. (a) In order With respect to secure the payment and performance of each Grantor, all of the Secured Obligations, the Grantors hereby grant to the Administrative Agent, for the ratable benefit of itself and the Lenders, a continuing security interest in and to all of the Grantors' such Grantor's estate, right, title and interest in and to all of the following property, whether now or hereafter owned or acquired by the Grantors such Grantor or in which the Grantors such Grantor now have has or hereafter have or acquire acquires any estate, right, title or interest, and whenever located (collectivelywherever located, along with any other property of any such Grantor which may from time to time secure the Secured ObligationsObligations pursuant to the terms of this Agreement, is collectively referred to as the "Collateral")::
(i) all Accounts;
(ii) all InventoryChattel Paper;
(iii) the Collateral Account, all cash deposited therein from time to time, the investments made pursuant to Section 6 and other monies and property of any kind of any Grantor in the possession or under the control of the Administrative Agent or any Lender;
(iv) all Contracts;
(v) all Deposit Accounts;
(vi) all Documents;
(ivvii) all Equipment;
(v) all Fixtures;
(vi) all Instruments;
(viiviii) all General Intangibles;
(viiiix) all Instruments;
(x) all Intellectual Property;
(xi) all Inventory;
(xii) all Investment Property;
(ix) all Vehicles;
(x) all Deposit Accounts;
(xi) all Commercial Tort Claims identified on Schedule V (as such schedule may be amended, restated, supplemented or otherwise modified from time to time);
(xii) all Letter of Credit Rights;
(xiii) all Intellectual Propertyother property not otherwise described above;
(xiv) all Chattel Paper;books and records pertaining to any of the foregoing; and
(xv) all money, cash and currency;
(xvi) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any Grantor pertaining to any of the Collateral;
(xvii) All personal property of each Grantor, whether tangible or intangible, not otherwise described above; and
(xviii) All products and Proceeds of all or any of the Collateral described in clauses (i) through (xvii) hereof and all Supporting Obligations given by any Person with respect to any of the foregoing.
(b) Each Grantor hereby confirms and reaffirms its grant of a security interest in the Collateral (as defined in the Amended and Restated Security Agreement) pursuant to the Amended and Restated Security Agreement. In order to secure the payment when due whether at the stated maturity, by acceleration or otherwise of the Bank Obligations, each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders and the Administrative Agent, a first priority security interest in the Collateral.
(c) In order to secure the payment when due whether at the stated maturity, by acceleration or otherwise of the Bridge Obligations, each Grantor hereby grants to Infogrames U.S. a security interest in the Collateral junior only to the security interests granted to the Administrative Agent, for the ratable benefit of the Lenders and the Administrative Agent, and other Permitted Liens, in each case to the extent provided herein.
(d) As set forth in the separate granting clauses contained in subsections (b) and (c) above, it is the intent of the Grantors, the Administrative Agent, the Lenders and Infogrames U.S. that this Agreement shall create two separate and distinct Liens, a senior Lien in favor of the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, and a separate junior Lien in favor of Infogrames U.S.
(e) The Security Interests are granted as security only and shall not subject the Administrative Agent or Agent, any Lender or Infogrames U.S. to, or transfer to the Administrative Agent Agent, any Lender or any LenderInfogrames U.S., or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith.
Appears in 1 contract
The Security Interests. (a) In The Canadian Borrower, in order to secure the payment Canadian CA Secured Obligations and performance of all each Guarantor, if and when it becomes a Secured Guarantor, in order to secure its Canadian Secured Guarantor Obligations, grants to the Collateral Agent for the benefit of the Secured Obligations, the Grantors hereby grant to the Administrative Agent, for the ratable benefit of itself and the Lenders, Parties a continuing security interest in and to all of the Grantors' estate, such Guarantor's respective right, title and interest in and to its now owned or hereafter acquired personal property, including all of the following propertyProceeds, renewals, accretions and substitutions thereof, whether now owned or existing or hereafter owned acquired or acquired by arising and regardless of where located, but subject to the Grantors or exclusions in which the Grantors now have or hereafter have or acquire any estate, right, title or interestSection 4(b), and whenever located (collectivelyincluding, along with any other property of any Grantor which may from time to time secure the Secured Obligationswithout limitation, the "Collateral"):following:
(i) all Accounts;
(ii) all InventoryChattel Paper;
(iii) all Documentsdeeds, documents, writings, papers, books of account and other books relating to or being records of debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable;
(iv) all EquipmentDocuments of Title (whether negotiable or not);
(v) all FixturesEquipment;
(vi) all InstrumentsGoods (including all parts, accessories, attachments, special tools, additions and accessions thereto);
(vii) all General IntangiblesInstruments;
(viii) all Investment PropertyInventory;
(ix) all VehiclesIntangibles;
(x) all Deposit AccountsSecurities directly owned by such Lien Grantor and issued by a Material Canadian Subsidiary;
(xi) the Collateral Account, all Commercial Tort Claims identified on Schedule V (as such schedule may be amended, restated, supplemented or otherwise modified financial assets credited to the Collateral Account from time to time, all cash deposited therein from time to time and the Liquid Investments made pursuant to Section 8(d);
(xii) all Letter of Credit Rights;
(xiii) all Intellectual Property;
(xiv) all Chattel Paper;
(xv) all money, cash and currency;
(xvi) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any such Original Lien Grantor pertaining to any of the Collateral;
(xvii) All personal property of each Grantor, whether tangible or intangible, not otherwise described above; and
(xviiixiii) All products and all Proceeds of all or any of the Collateral described in clauses Clauses 4(a)(i) through 4(a)(xii) hereof.
(b) Notwithstanding anything to the contrary contained herein, the Collateral shall not include:
(i) through (xvii) hereof and all Supporting Obligations given rights of such Lien Grantor in respect of any property or asset which is prohibited from being pledged to the Collateral Agent as part of the Collateral by any Person Permitted Encumbrances;
(ii) Program Receivables and (A) security interests or liens and property subject thereto purporting to secure payment of such Program Receivables, (B) leases, guaranties, insurance and other arrangements supporting payment of such Program Receivables, (C) rights to payment and collections in respect of such Program Receivables, (D) books, records and similar information relating to such Program Receivables or the obligors thereon, (E) with respect to any such Program Receivables, the transferee's interest in goods (including, without limitation, Equipment or Inventory) the sale of which gave rise to such Program Receivables and (F) if such Program Receivables arise from a lease financing or installment sale transaction, the Equipment or Inventory that is the subject of the foregoingunderlying transaction and is transferred to a Receivables SPE;
(iii) Transferred Intellectual Property;
(iv) Federal and Provincial Government Receivables of such Lien Grantor;
(v) Third Party Vendor Financing Assets of such Lien Grantor;
(vi) the last day of the term of any lease or any extension or renewal thereof, oral or written, or agreement therefor, now held or hereafter acquired by any Lien Grantor but upon the enforcement of the security interest hereunder, the applicable Lien Grantor shall stand possessed of such last day in trust to assign the same to any Person acquiring such term; and
(vii) Equity Interests in any Person that is not a Material Canadian Subsidiary or which are not directly owned by such Lien Grantor.
(bc) With respect to each right to payment or performance included in the Collateral from time to time, the Security Interest granted therein includes, subject to Permitted Encumbrances, a continuing security interest in (i) any supporting obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such supporting obligation.
(d) The Security Interests are granted as security only and shall not subject the Administrative Collateral Agent or any Lender Secured Party to, or transfer to the Administrative Agent or any Lender, or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.
(e) If the Collateral is realized upon and the security interest in the Collateral is not sufficient to satisfy all Canadian Secured Obligations, each Lien Grantor acknowledges and agrees that, subject to the provisions of the PPSA, such Lien Grantor shall continue to be liable for any Canadian Secured Obligations remaining outstanding and Collateral Agent shall be entitled to pursue full payment thereof.
(f) Each Lien Grantor, on and from the Relevant Date applicable to such Lien Grantor, and the Collateral Agent hereby acknowledge that value has been given, such Lien Grantor has rights in the Collateral or, with respect to any after acquired Collateral, will have rights in such Collateral when so acquired and this Agreement constitutes a security agreement as that term is defined in the PPSA.
(g) Each Guarantor (other than XCFI) shall be a Secured Guarantor, and such Guarantor's grant of a Security Interest in its Collateral hereunder shall become effective, on the date hereof, unless such Guarantor (other than XCFI) is either (i) a Restricted Guarantor or (ii) an ESOP Restricted Guarantor on the date hereof and in each case such Guarantor's grant of a Security Interest in its Collateral hereunder shall not become effective until, and such Guarantor shall not become a Secured Guarantor hereunder until, the first day after the end of the first Fiscal Year during which such Guarantor ceases to be either a Restricted Guarantor or an ESOP Restricted Guarantor.
(h) XCFI's grant of a security interest in its Collateral hereunder shall not become effective until, and XCFI shall not become a Secured Guarantor hereunder until, the first day after the end of the first Fiscal Quarter after or containing the XCFI Release Date during which XCFI is not a Restricted Guarantor or an ESOP Restricted Guarantor.
(i) Liens on the Collateral of any Secured Guarantor granted pursuant to this Agreement shall lapse, and such Guarantor shall cease to be a Secured Guarantor, starting on the day such Guarantor becomes a Restricted Guarantor; provided, however, that such Guarantor's grant of a security interest in its Collateral hereunder shall revive, and such Guarantor shall become a Secured Guarantor again, on the first day after the end of the next first Fiscal Quarter during which such Guarantor ceases to be a Restricted Guarantor.
Appears in 1 contract
Samples: Canadian Guarantee and Security Agreement (Xerox Corp)
The Security Interests. (a) In order to secure the full and punctual payment and performance of all its Secured Obligations in accordance with the terms thereof, each Lien Grantor hereby grants to the Collateral Agent for the benefit of the Secured Obligations, the Grantors hereby grant to the Administrative Agent, for the ratable benefit of itself and the Lenders, Parties a continuing security interest in and to all of the Grantors' estate, right, title and interest in and to all following property of the following propertysuch Lien Grantor, whether now owned or existing or hereafter owned acquired or acquired by the Grantors or in which the Grantors now have or hereafter have or acquire any estate, right, title or interest, arising and whenever located (collectively, along with any other property regardless of any Grantor which may from time to time secure the Secured Obligations, the "Collateral"):where located:
(i) all Accounts;
(ii) all InventoryDocuments;
(iii) all DocumentsEquipment;
(iv) all EquipmentGeneral Intangibles;
(v) all FixturesGoods;
(vi) all Instruments;
(vii) all General IntangiblesInventory;
(viii) all Investment Property;
(ix) all Vehicles;
(x) all Deposit Accounts;
(xi) all Commercial Tort Claims identified on Schedule V (as such schedule may be amended, restated, supplemented or otherwise modified from time to time);
(xii) all Letter of Credit Rights;
(xiii) all Intellectual Property;
(xiv) all Chattel Paper;
(xvix) all moneyEquity Interests in other Persons now or hereafter beneficially owned by such Lien Grantor, cash all rights and currencyprivileges of such Lien Grantor with respect to such Equity Interests, and all dividends, distributions and other payments with respect thereto;
(xvix) All all books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any such Lien Grantor pertaining to any of the its Collateral;
(xviixi) All personal such Lien Grantor's ownership interest in the Collateral Accounts, all cash deposited therein from time to time, all Liquid Investments made with amounts on deposit therein and all of such Lien Grantor's other monies and property of each Grantor, whether tangible any kind in the possession or intangible, not otherwise described aboveunder the control of the Collateral Agent; and
(xviiixii) All products and all Proceeds of all or any of the Collateral collateral described in the foregoing clauses (i) through (xviixi); provided that the following property is excluded from the foregoing security interests: (i) hereof motor vehicles, (ii) deposit accounts (other than the Collateral Accounts and the Concentration Accounts), (iii) subject to Section 5.14(c) of the Credit Agreement, Equity Interests in Cornerstone, (iv) Instruments retained for collection pursuant to Section 4(d), (v) promissory notes outstanding on the Closing Date and evidencing loans made by either Vencor or the Borrower to current and former officers of Vencor not exceeding $16,000,000 in aggregate principal amount and (vi) any Equity Interests, general intangibles or other rights arising under or subject to any contracts, instruments, licenses or other documents if (but only to the extent that) the grant of a security interest therein would constitute a material violation of a valid and enforceable restriction in favor of a third party, unless and until any required consents shall have been obtained. Each Lien Grantor shall use all Supporting Obligations given by reasonable efforts to obtain any Person such required consent that is reasonably obtainable; provided that no Lien Grantor shall be obligated to obtain any such consent with respect to any of the foregoingRetained Collection Rights or Third Party Lease.
(b) The Security Interests are granted as security only and shall not subject the Administrative Collateral Agent or any Lender other Secured Party to, or transfer to the Administrative Agent or any Lender, or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.
(c) If the superintendent of insurance or other similar official having jurisdiction over any Insurance Subsidiary determines that any pledge of the shares of capital stock of such Insurance Subsidiary hereunder constitutes the acquisition of or a change of control with respect to such Insurance Subsidiary as to which the prior approval of such superintendent or similar official was required, then, immediately upon the relevant Lien Grantor's (1) written memorialization of oral notice or (2) receipt of written notice from such official of such determination and without any action on the part of the Collateral Agent or any other Person, such pledge shall be rendered void ab initio and of no effect. Upon any such occurrence, (i) the Collateral Agent shall, at such Lien Grantor's written request and expense, return the certificates representing such capital stock to such Lien Grantor and execute and deliver such documents as such Lien Grantor shall reasonably request to evidence such Lien Grantor's retention of all rights in such capital stock and (ii) such Lien Grantor shall promptly submit a request to the superintendent of insurance or other appropriate official for approval of the pledge of such shares to the Collateral Agent hereunder and, upon receipt of such approval, shall forthwith pledge and deposit with the Collateral Agent certificates representing all of the outstanding shares of capital stock of such Insurance Subsidiary to be held as Pledged Equity Securities subject to all relevant provisions of this Agreement.
(d) The Borrower shall not, and shall not permit any other Lien Grantor to, create, assume or suffer to exist any Lien on the Provisional Application or any interest relating thereto, other than any Lien in favor of the Collateral Agent and the Second Priority Collateral Agent.
Appears in 1 contract
The Security Interests. Each Grantor hereby collaterally assigns (aexcept with respect to intent-to-use trademark applications, if any) In order to secure the payment and performance of all of the Secured Obligations, the Grantors hereby grant pledges to the Administrative Agent, its successors and assigns, for the ratable benefit of itself the Secured Parties, and hereby grants to the LendersAdministrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, as security for the payment or performance in full of the Obligations of such Grantor, a continuing security interest (the “Security Interest”) in and to all of the Grantors' estate, right, title and interest in of such Grantor in, to and to under any and all of the following property, whether assets and properties now or hereafter owned or at any time hereafter acquired by the Grantors such Grantor or in which such Grantor now has or at any time in the Grantors now have or hereafter have or future may acquire any estate, right, title or interest, and whenever located interest (collectively, along with any other property of any Grantor which may from time to time secure the Secured Obligations, the "“Collateral"”):
(ia) all Accounts;
(iib) all InventoryChattel Paper;
(iiic) all cash and Deposit Accounts;
(d) all Documents;
(ive) all Equipment;
(v) , including all Fixtures;
(vi) all Instruments;
(viif) all General Intangibles;
(viiig) all Instruments;
(h) all Inventory;
(i) all Investment Property;
(ixj) all VehiclesPledged Collateral;
(xk) all Deposit AccountsSupporting Obligations;
(xil) all Commercial Tort Claims identified on of such Grantor described in Schedule V 2 hereto in respect of such Grantor (as such schedule may be amended, restated, supplemented or otherwise modified from time to timetime pursuant to any Security Agreement Supplement or otherwise);
(xiim) all Letter of Credit Rightsother Goods;
(xiiin) all Intellectual Property;
(xiv) all Chattel Paper;
(xv) all money, cash and currency;
(xvi) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any Grantor pertaining to any of the Collateral;
(xviio) All personal property all other assets, properties and rights of each every kind and description and interests therein, including all moneys, securities and other property, now or hereafter held or received by, or in transit to, any Grantor, the Administrative Agent or any other Secured Party, whether tangible for safekeeping, pledge, custody, transmission, collection or intangible, not otherwise described aboveotherwise; and
(xviiip) All products and all Proceeds of any and all or any of the foregoing; provided, however, that notwithstanding anything to the contrary in clauses (a) through (p) above:
(i) any General Intangible, Chattel Paper, Instrument or Account which by its terms prohibits the creation of a security interest therein (whether by assignment or otherwise) shall be excluded from the Lien of the Security Interest granted under this Section 3.01, and shall not be included in the Collateral of such Grantor, except to the extent that Sections 9-406(d), 9-407(a) or 9-408(a) of the UCC are effective to render any such prohibition ineffective; provided, however, that if any General Intangible, Chattel Paper, Instrument or Account included in the Collateral contains any term restricting or requiring the consent of any Person (other than a Grantor) obligated thereon to any exercise of remedies hereunder in respect of the Security Interest therein granted under this Section 3.01 (but does not prohibit the creation of a security interest therein (whether by assignment or otherwise)), then the enforcement of such Security Interest under this Agreement shall be subject to Section 6.01(c) (but such provision shall not limit the creation, attachment or perfection of the Security Interest hereunder);
(ii) any permit, lease, license (including any License) or franchise shall be excluded from the Lien of the Security Interest granted under this Section 3.01, and shall not be included in the Collateral, to the extent any Law applicable thereto is effective to prohibit the creation of a Security Interest therein; and
(iii) any Equipment (including any Software incorporated herein) owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or Capitalized Lease permitted to be incurred pursuant to the provisions of the Credit Agreement shall be excluded from the Lien of the Security Interest granted under this Section 3.01, and shall not be included in the Collateral, to the extent that the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capitalized Lease) validly prohibits the creation of any other Lien on such Collateral. With respect to property described in clauses (i) through (xviiiii) hereof above to the extent not included in the Collateral of such Grantor (the “Excluded Property”), such property shall constitute Excluded Property only to the extent and all Supporting Obligations given by any Person with respect to any for so long as the creation of the foregoing.
(b) The Security Interests are granted as security only and shall not subject a Lien on such property in favor of the Administrative Agent or any Lender tois, or transfer and remains, prohibited, and upon termination of such prohibition (however occurring), such property shall cease to constitute Excluded Property. The Grantors may be required from time to time at the reasonable request of the Administrative Agent to give written notice to the Administrative Agent or any Lender, or identifying in any way affect or modify, any obligation or liability of any Grantor reasonable detail the Excluded Property (and stating in such notice that such property constitutes Excluded Property) and to provide the Administrative Agent with respect to any of such other information regarding the Collateral or any transaction in connection therewithExcluded Property as the Administrative Agent may reasonably request.
Appears in 1 contract
Samples: Pledge and Security Agreement (Internap Network Services Corp)
The Security Interests. Each Grantor hereby collaterally assigns (aexcept with respect to intent-to-use trademark applications, if any) In order to secure the payment and performance of all of the Secured Obligations, the Grantors hereby grant pledges to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of itself the Secured Parties, and hereby grants to the LendersCollateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, as security for the payment or performance in full of the Obligations of such Grantor under the Noteholder Documents (the “Secured Obligations”), a continuing security interest (the “Security Interest”) in and to all of the Grantors' estate, right, title and interest in of such Grantor in, to and to under any and all of the following property, whether assets and properties now or hereafter owned or at any time hereafter acquired by the Grantors such Grantor or in which such Grantor now has or at any time in the Grantors now have or hereafter have or future may acquire any estate, right, title or interest, and whenever located interest (collectively, along with any other property of any Grantor which may from time to time secure the Secured Obligations, the "“Collateral"”):
(ia) all Accounts;
(iib) all InventoryChattel Paper;
(iiic) all cash and Deposit Accounts;
(d) all Documents;
(ive) all Equipment, including all Fixtures, but excluding Motor Vehicles;
(v) all Fixtures;
(vi) all Instruments;
(viif) all General Intangibles;
(viiig) all Instruments;
(h) all Inventory;
(i) all Investment Property;
(ixj) all VehiclesPledged Collateral;
(xk) all Deposit AccountsSupporting Obligations;
(xil) all Commercial Tort Claims identified on of such Grantor described in Schedule V 2 hereto in respect of such Grantor (as such schedule may be amended, restated, supplemented or otherwise modified from time to timetime pursuant to any Security Agreement Supplement or otherwise);
(xiim) all Letter of Credit Rightsother Goods;
(xiiin) all Intellectual Property;
(xiv) all Chattel Paper;
(xv) all money, cash and currency;
(xvi) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any Grantor pertaining to any of the Collateral;
(xviio) All personal property all other assets, properties and rights of each every kind and description and interests therein, including all moneys, securities and other property, now or hereafter held or received by, or in transit to, any Grantor, the Collateral Agent or any other Secured Party, whether tangible for safekeeping, pledge, custody, transmission, collection or intangible, not otherwise described aboveotherwise; and
(xviiip) All products and all Proceeds of any and all of the foregoing; provided, however, that notwithstanding anything to the contrary in clauses (a) through (p) above:
(i) any General Intangible, Chattel Paper, Instrument or Account which by its terms prohibits the creation of a security interest therein (whether by assignment or otherwise) shall be excluded from the Lien of the Security Interest granted under this Section 3.01, and shall not be included in the Collateral of such Grantor, except to the extent that Sections 9-406(d), 9-407(a) or 9-408(a) of the UCC are effective to render any such prohibition ineffective; provided, however, that if any General Intangible, Chattel Paper, Instrument or Account included in the Collateral contains any term restricting or requiring the consent of any Person (other than a Grantor) obligated thereon to any exercise of remedies hereunder in respect of the Security Interest therein granted under this Section 3.01, then the enforcement of such Security Interest under this Agreement shall be subject to Section 6.01(c) (but such provision shall not limit the creation, attachment or perfection of the Security Interest hereunder);
(ii) any permit, lease, license (including any License) or franchise shall be excluded from the Lien of the Security Interest granted under this Section 3.01, and shall not be included in the Collateral, to the extent any Law applicable thereto is effective to prohibit the creation of a Security Interest therein;
(iii) any Equipment (including any Software incorporated herein) owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or Capital Lease Obligations permitted to be incurred pursuant to the provisions of the Indenture shall be excluded from the Lien of the Security Interest granted under this Section 3.01, and shall not be included in the Collateral, to the extent that the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capitalized Lease) validly prohibits the creation of any other Lien on such Collateral;
(iv) any Copyrights, copyright applications, copyright registration and like protection in each work of authorship and derivative work thereof, whether published or unpublished, now owned or hereafter acquired; any Patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, Trademarks, servicemarks and applications therefor, whether registered or not, and the goodwill of the business of any Grantor connected with and symbolized by such Trademarks, any trade secret rights, including any rights to unpatented inventions, know-how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; or any claims for damage by way of any past, present and future infringement of any of the foregoing set forth in this clause (iv) shall be excluded from the Lien of the Security Interest granted under this Section 3.01 and shall not be included in the Collateral, except that the Collateral shall include the proceeds of all the Intellectual Property that are Accounts of any Grantor, or General Intangibles consisting of rights to payment, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and General Intangibles of such Grantor that are proceeds of the Intellectual Property, then the Collateral shall automatically, and effective as of the date hereof, include the Intellectual Property to the extent necessary to permit perfection of the Collateral Agent’s security interest in such Accounts and General Intangibles of such Grantor that are proceeds of the Intellectual Property; and
(v) the Collateral shall not include the equity interests of any Foreign Subsidiary or any assets of any Foreign Subsidiary. With respect to property described in clauses (i) through (xviiiii) hereof and all Supporting Obligations given by any Person with respect to any of the foregoing.
(b) The Security Interests are granted as security only and shall not subject the Administrative Agent or any Lender to, or transfer above to the Administrative Agent or any Lenderextent not included in the Collateral of such Grantor (the “Excluded Property”), or such property shall constitute Excluded Property only to the extent and for so long as the creation of a Lien on such property in any way affect or modify, any obligation or liability of any Grantor with respect to any favor of the Collateral or any transaction Agent is, and remains, validly prohibited, and upon termination of such prohibition (however occurring), such property shall cease to constitute Excluded Property. The Grantors may be required from time to time at the request of the Collateral Agent to give written notice to the Collateral Agent identifying in connection therewithreasonable detail the Excluded Property (and stating in such notice that such property constitutes Excluded Property) and to provide the Collateral Agent with such other information regarding the Excluded Property as the Collateral Agent may reasonable request.
Appears in 1 contract
The Security Interests. (a) In order to secure the full and punctual payment of its Secured Obligations in accordance with the terms thereof, each Grantor hereby pledges and performance of all assigns to the Collateral Agent and grants to the Collateral Agent for the benefit of the Secured Obligations, the Grantors hereby grant to the Administrative Agent, for the ratable benefit of itself and the Lenders, Parties a continuing security interest in and to all of the Grantors' estate, right, title and interest in of such Grantor in, to and to under all of the following propertyproperty of such Grantor, whether now owned or existing or hereafter owned acquired or acquired by the Grantors or in which the Grantors now have or hereafter have or acquire any estate, right, title or interest, arising and whenever located (collectively, along with any other property regardless of any Grantor which may from time to time secure the Secured Obligations, the "Collateral"):where located:
(i) all Accounts;
(ii) all InventoryDocuments;
(iii) all DocumentsEquipment;
(iv) all EquipmentGeneral Intangibles;
(v) all FixturesGoods;
(vi) all Instruments;
(vii) all General IntangiblesInventory;
(viii) all Investment PropertyEquity Interests in other Persons now or hereafter beneficially owned by such Grantor, all rights and privileges of such Grantor with respect to such Equity Interests, and all dividends, distributions and other payments with respect thereto;
(ix) all VehiclesReal Property;
(x) all Deposit Accounts;
(xi) all Commercial Tort Claims identified on Schedule V (as such schedule may be amended, restated, supplemented or otherwise modified from time to time);
(xii) all Letter of Credit Rights;
(xiii) all Intellectual Property;
(xiv) all Chattel Paper;
(xv) all money, cash and currency;
(xvi) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any such Grantor pertaining to any of the its Collateral;
(xviixi) All personal such Grantor's ownership interest in all Deposit Accounts in the Cash Management System including, without limitation, the Collateral Accounts, all cash deposited therein from time to time, all Liquid Investments made with amounts on deposit therein and all of such Grantor's other monies and property of each Grantor, whether tangible any kind in the possession or intangible, not otherwise described aboveunder the control of the Collateral Agent; and
(xviiixii) All products and all Proceeds of all or any of the Collateral collateral described in the foregoing clauses (i) through (xvii) hereof and all Supporting Obligations given by any Person with respect to any of the foregoingxi).
(b) The Security Interests are granted as security only and shall not subject the Administrative Collateral Agent or any Lender other Secured Party to, or transfer to the Administrative Agent or any Lender, or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith. Notwithstanding the foregoing, the security interest granted under clause (xi) shall be subject to rights in favor of any bank administering any account in the Cash Management System under any applicable order of the Court or under Applicable Law.
Appears in 1 contract
Samples: Security Agreement (Mariner Post Acute Network Inc)
The Security Interests. (a) In Xerox, in order to secure the payment Xerox Secured Obligations, and performance of all each Secured Subsidiary Guarantor, in order to secure its Secured Subsidiary Obligations, grants to the Collateral Agent for the benefit of the Secured Obligations, the Grantors hereby grant to the Administrative Agent, for the ratable benefit of itself and the Lenders, Parties a continuing security interest in and to all of the Grantors' estate, its respective right, title and interest in and to all of the following propertyproperty of Xerox or such Secured Subsidiary Guarantor, as the case may be, whether now owned or existing or hereafter owned acquired or acquired by arising and regardless of where located, but subject to the Grantors or exclusions in which the Grantors now have or hereafter have or acquire any estate, right, title or interest, and whenever located (collectively, along with any other property of any Grantor which may from time to time secure the Secured Obligations, the "Collateral"Section 4(b):
(i) all Accounts;
(ii) all InventoryChattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all FixturesGeneral Intangibles;
(vi) all Instruments;
(vii) all General IntangiblesInventory;
(viii) all Investment PropertySecurities directly owned by such Lien Grantor and issued by any Domestic Subsidiary or Material Foreign Subsidiary;
(ix) The Collateral Account, all VehiclesFinancial Assets credited to the Collateral Account from time to time and all Security Entitlements in respect thereof, all cash deposited therein from time to time, and the Liquid Investments made pursuant to Section 8(d);
(x) all Deposit Accounts;
(xi) all Commercial Tort Claims identified on Schedule V (as such schedule may be amended, restated, supplemented or otherwise modified from time to time);
(xii) all Letter of Credit Rights;
(xiii) all Intellectual Property;
(xiv) all Chattel Paper;
(xv) all money, cash and currency;
(xvi) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any such Lien Grantor pertaining to any of the Collateral;
(xvii) All personal property of each Grantor, whether tangible or intangible, not otherwise described above; and
(xviiixi) All products and Proceeds of all or any of the Collateral described in clauses Clauses 4(a)(i) through 4(a)(x) hereof.
(b) The Collateral shall not include:
(i) through Securities issued by a Subsidiary of any Lien Grantor if such subsidiary is created or acquired after the Effective Date and is not a Material Subsidiary;
(xviiii) hereof and all Supporting Obligations given rights of each Lien Grantor in respect of any property or asset which is prohibited from being pledged to the Collateral Agent as part of the Collateral by any Person Permitted Encumbrances;
(iii) Transferred Receivables and (A) security interests or liens and property subject thereto purporting to secure payment of such Transferred Receivables, (B) leases, guaranties, insurance and other arrangements supporting payment of such Transferred Receivables, (C) rights to payment and collections in respect of such Transferred Receivables, (D) books, records and similar information relating to such Transferred Receivables or the obligors thereon, (E) with respect to any such Transferred Receivables, the transferee’s interest in goods (including, without limitation, Equipment or Inventory) the sale of which gave rise to such Transferred Receivables and (F) if such Transferred Receivables arise from a lease financing or installment sale transaction, the Equipment or Inventory that is the subject of the foregoingunderlying transaction and is transferred to a Receivables SPE or a Third Party Vendor Financing Subsidiary;
(iv) Transferred Intellectual Property;
(v) State and Local Government Receivables of each Lien Grantor;
(vi) any Security owned by each Lien Grantor that is a voting Equity Interest issued by a Foreign Subsidiary that is a corporation for United States Federal income tax purposes, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of the shares of any class of voting securities of such Foreign Subsidiary (either directly or through any entity that is a disregarded entity for such purposes); and
(vii) Third Party Vendor Financing Assets of each Lien Grantor.
(bc) With respect to each right to payment or performance included in the Collateral from time to time, the Security Interest granted therein includes, subject to Permitted Encumbrances, a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation.
(d) The Security Interests are granted as security only and shall not subject the Administrative Collateral Agent or any Lender Secured Party to, or transfer to the Administrative Agent or any Lender, or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.
(e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Liens on Restricted Collateral granted pursuant to this Agreement and the other Security Documents will only secure, at any time, an amount of (i) the CA Secured Obligations, (ii) the XCFI Secured Obligations and (iii) any Hedging Secured Obligations that would be required to be taken into account in calculating the Basket Lien Available Amount not to exceed the Basket Lien Available Amount at such time.
(f) It is the intention of the parties that the Liens granted pursuant to this Agreement and the other Security Documents shall comply with Section 20.8 of each of the XCFI Indentures.
(g) For the avoidance of doubt, no more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary that is a corporation for United States Federal income tax purposes shall be required to be pledged hereunder or under any other Loan Document.
Appears in 1 contract
The Security Interests. (a) In order to secure the full and punctual payment and performance of all its Secured Obligations in accordance with the terms thereof, each Lien Grantor hereby grants to the Collateral Agent for the benefit of the Secured Obligations, the Grantors hereby grant to the Administrative Agent, for the ratable benefit of itself and the Lenders, Parties a continuing security interest in and to all of the Grantors' estate, right, title and interest in and to all following property of the following propertysuch Lien Grantor, whether now owned or existing or hereafter owned acquired or acquired by the Grantors or in which the Grantors now have or hereafter have or acquire any estate, right, title or interest, arising and whenever located (collectively, along with any other property regardless of any Grantor which may from time to time secure the Secured Obligations, the "Collateral"):where located:
(i) all Accounts;
(ii) all InventoryDocuments;
(iii) all DocumentsEquipment;
(iv) all EquipmentGeneral Intangibles;
(v) all FixturesGoods;
(vi) all Instruments;
(vii) all General IntangiblesInventory;
(viii) all Investment PropertyEquity Interests in other Persons now or hereafter beneficially owned by such Lien Grantor, all rights and privileges of such Lien Grantor with respect to such Equity Interests, and all dividends, distributions and other payments with respect thereto;
(ix) all VehiclesReal Property;
(x) all Deposit Accounts;
(xi) all Commercial Tort Claims identified on Schedule V (as such schedule may be amended, restated, supplemented or otherwise modified from time to time);
(xii) all Letter of Credit Rights;
(xiii) all Intellectual Property;
(xiv) all Chattel Paper;
(xv) all money, cash and currency;
(xvi) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any such Lien Grantor pertaining to any of the its Collateral;
(xviixi) All personal such Lien Grantor's ownership interest in all Deposit Accounts in the Cash Management System including, without limitation, the Collateral Accounts, all cash deposited therein from time to time, all Liquid Investments made with amounts on deposit therein and all of such Lien Grantor's other monies and property of each Grantor, whether tangible any kind in the possession or intangible, not otherwise described aboveunder the control of the Collateral Agent; and
(xviiixii) All products and all Proceeds of all or any of the Collateral collateral described in the foregoing clauses (i) through (xviixi). Notwithstanding the foregoing, the Collateral shall not include (a) hereof any contract or agreement set forth on Schedule 1 annexed hereto to the extent ---------- such contract or agreement by its terms expressly prohibits the pledge, transfer, assignment or hypothecation by the applicable Lien Grantor of such contract or agreement or any rights of such Lien Grantor thereunder (including without limitation any Equity Interests) , in each case in the manner contemplated hereby, unless a consent shall have been obtained, and all Supporting Obligations given by any Person with respect to (b) any of the foregoing.
(b) The Security Interests are granted promissory notes described on Schedule 1 annexed hereto; provided that the ---------- -------- Collateral shall include all contracts and agreements and rights to Accounts and General Intangibles for money due or to become due under such contracts or agreements as security only to which any prohibition on such transfer, pledge, assignment or hypothecation in such contract or agreement is ineffective, whether under Article 9 of the Code or otherwise, and shall not subject also include all Proceeds of any such contract or agreement; and provided further, that at such time as the Administrative Agent grant -------- ------- of a security interest in such contract or any Lender toagreement would no longer result in the forfeiture thereof, or transfer to the Administrative Agent or default thereunder, then such security interest shall automatically and without any Lender, or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewithfurther action attach and become fully effective at that time.
Appears in 1 contract
Samples: Debt Agreement (Vencor Inc)
The Security Interests. (a) In Xerox, in order to secure the payment Xerox Secured Obligations, and performance of all each Secured Subsidiary Guarantor, in order to secure its Secured Subsidiary Guarantee, grants to the Collateral Agent for the benefit of the Secured Obligations, the Grantors hereby grant to the Administrative Agent, for the ratable benefit of itself and the Lenders, Parties a continuing security interest in and to all of the Grantors' estate, its respective right, title and interest in and to all of the following propertyproperty of Xerox, or such Secured Subsidiary Guarantor, as the case may be, whether now owned or existing or hereafter owned acquired or acquired by arising and regardless of where located, but subject to the Grantors or exclusions in which the Grantors now have or hereafter have or acquire any estate, right, title or interest, and whenever located (collectively, along with any other property of any Grantor which may from time to time secure the Secured Obligations, the "Collateral"Section 4(b):
(i) all Accounts;
(ii) all InventoryChattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all FixturesGeneral Intangibles;
(vi) all Instruments;
(vii) all General IntangiblesInventory;
(viii) all Investment PropertySecurities directly owned by such Original Lien Grantor and issued by any subsidiary or Affiliate of such Original Lien Grantor or any other issuer over which such Original Lien Grantor exercises Control;
(ix) The Collateral Account, all VehiclesFinancial Assets credited to the Collateral Account from time to time and all Security Entitlements in respect thereof, all cash deposited therein from time to time, and the Liquid Investments made pursuant to Section 8(d);
(x) all Deposit Accounts;
(xi) all Commercial Tort Claims identified on Schedule V (as such schedule may be amended, restated, supplemented or otherwise modified from time to time);
(xii) all Letter of Credit Rights;
(xiii) all Intellectual Property;
(xiv) all Chattel Paper;
(xv) all money, cash and currency;
(xvi) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any such Original Lien Grantor pertaining to any of the Collateral;
(xvii) All personal property of each Grantor, whether tangible or intangible, not otherwise described above; and
(xviiixi) All products and Proceeds of all or any of the Collateral described in clauses Clauses 4(a)(i) through 4(a)(x) hereof.
(b) The Collateral shall not include:
(i) through (xvii) hereof and all Supporting Obligations given rights of such Original Lien Grantor in respect of any property or asset which is prohibited from being pledged to the Collateral Agent as part of the Collateral by any Person Permitted Encumbrances;
(ii) Transferred Receivables and (A) security interests or liens and property subject thereto purporting to secure payment of such Transferred Receivables, (B) leases, guaranties, insurance and other arrangements supporting payment of such Transferred Receivables, (C) rights to payment and collections in respect of such Transferred Receivables, (D) books, records and similar information relating to such Transferred Receivables or the obligors thereon, (E) with respect to any such Transferred Receivables, the transferee's interest in goods (including, without limitation, Equipment or Inventory) the sale of which gave rise to such Transferred Receivables and (F) if such Transferred Receivables arise from a lease financing or installment sale transaction, the Equipment or Inventory that is the subject of the foregoingunderlying transaction and is transferred to a Receivables SPE;
(iii) Transferred Intellectual Property;
(iv) State and Local Government Receivables of such Original Lien Grantor;
(v) any Security owned by such Original Lien Grantor that is a voting Equity Interest issued by a Foreign Subsidiary that is a corporation for United States Federal income tax purposes, if and to the extent that the Collateral pledged by Xerox to secure Xerox Secured Obligations or by any other Lien Grantor to secure any guarantee of the Secured Obligations pursuant to this Agreement or any other Domestic Security Document would include in the aggregate more than 65% of the shares of any class of voting securities of such Foreign Subsidiary (either directly or through any entity that is a disregarded entity for such purposes); and
(vi) Third Party Vendor Financing Assets of such Original Lien Grantor.
(bc) With respect to each right to payment or performance included in the Collateral from time to time, the Security Interest granted therein includes, subject to Permitted Encumbrances, a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation.
(d) The Security Interests are granted as security only and shall not subject the Administrative Collateral Agent or any Lender Secured Party to, or transfer to the Administrative Agent or any Lender, or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.
(e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Liens on Restricted Collateral granted pursuant to this Agreement and the other Domestic Security Documents will only secure, at any time, an amount of the Secured Obligations not to exceed the Basket Lien Available Amount at such time.
(f) It is the intention of the parties that the Liens granted pursuant to this Agreement and the other Domestic Security Documents shall comply with (i) Section 6.4 of the ESOP Guarantee Agreement and (ii) Section 20.8 of each of the XCFI Indentures.
Appears in 1 contract
