Grant of Security Interests. As security for the payment of the Obligations and all Post-Petition Interest and Expense Claims (collectively, the "Secured Obligations"), Grantor hereby assigns to Secured Party for the benefit of the Beneficiaries, and grants Secured Party for the benefit of the Beneficiaries security interests in, all of Grantor's right, title and interest in and to the following types or items of property, in each case whether now or hereafter existing or owned by Grantor or in which Grantor now owns or hereafter acquires an interest and wherever the same may be located (collectively, the "Collateral"): (i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise, (ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory, (iii) all Accounts, (iv) all Chattel Paper, (v) all Documents, (vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person, (vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged; (viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit, (ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any of the foregoing, (x) all property that is at any time delivered to, or that is at any time in the Control of, Secured Party, together, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included therein.
Appears in 1 contract
Sources: Credit Agreement (Usi Holdings Corp)
Grant of Security Interests. As security for In order to secure the prompt and complete payment and performance of the Secured Obligations (as defined below) in accordance with the terms thereof, Debtor hereby grants to the Secured Parties a security interest in and to all Post-Petition Interest and Expense Claims (collectively, the "Secured Obligations"), Grantor hereby assigns to Secured Party for the benefit of the Beneficiaries, and grants Secured Party for the benefit of the Beneficiaries security interests in, all of Grantor's right, title and interest of Debtor in the following property, (all being collectively referred to as the “Collateral”):
(a) All goods, inventory, merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products including such inventory as is temporarily out of Debtor’s custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above;
(b) All general intangibles (other than the “Intellectual Property” described in paragraph (e)), contract right, leases, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer discs, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind;
(c) All accounts, contract rights, royalties, license rights and all other forms of obligations owing to Debtor, whether or not arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Debtor, and whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Debtor;
(d) All documents, cash, deposit accounts, securities, investment property, letters of credit, certificates of deposit, instruments and chattel paper and Debtor’s books relating to the following types foregoing;
(e) All goodwill, trademarks, servicemarks, trade styles, trade names, patents, patent applications, copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or items unpublished; all trade secret rights, including all rights to unpatented inventions, know-how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; all mask work or similar rights available for the protection of propertysemiconductor chips; all claims for damages by way of any past, present and future infringement of any of the foregoing, , collectively the “Intellectual Property”. Lender’s Security Interest in any Intellectual Property is only to the extent that (i) such Intellectual Property is proceeds of collateral other than Intellectual Property or (ii) any collateral described in paragraph (c) above is proceeds of such Intellectual Property; and
(f) All Debtor’s books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof.
(g) All shares of capital stock in OCPS held by Debtor (the “Shares”); and
(h) All proceeds of, and all other profits, rentals or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or realization upon, any of the Collateral described in subclauses (a) through (g) above including, without limitation, all claims of Debtor against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance with respect to any Collateral, and any condemnation or requisition payments with respect to any Collateral, in each case whether now existing or hereafter existing or owned by Grantor or in which Grantor now owns or hereafter acquires an interest and wherever the same may be located (collectively, the "Collateral"):
(i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iii) all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any of the foregoing,
(x) all property that is at any time delivered to, or that is at any time in the Control of, Secured Party, together, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included thereinarising.
Appears in 1 contract
Sources: Security Agreement (Revcare Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Administrative Agent, and all Post-Petition Interest does hereby pledge and Expense Claims (collectively, grant to the "Secured Obligations"), Grantor hereby assigns to Secured Party Collateral Administrative Agent for the benefit of the BeneficiariesSecured Creditors, and grants Secured Party for the benefit of the Beneficiaries a continuing security interests interest in, all of Grantorthe right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secret Rights, (viii) all other Goods, General Intangibles, Permits, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all revenues, receipts, income, accounts, and other Receivables derived or to be derived from the ownership or operation of any Hotel Property and related facilities located thereon, including, without limitation of the generality of the foregoing, all room revenues and room charges and charges for hotel services (including advance deposits therefor) and other revenues and income derived or to be derived from the sale or rental of hotel rooms and meeting rooms, the provision of hotel services, the sale of food, beverages and merchandise, the rental of shops, leasing of commercial or residential spaces, the granting of concessions (including taxi concessions and concessions for the installation of coin-operated machines to the extent of such Assignor's interest therein) within or about any Hotel Property and related facilities, the rental or operation of travel desks, the rental or operation of parking facilities and the provision of services to guests of any Hotel Property and related facilities located thereon and any other items of revenue, receipts or other income, (xi) all books and records of each Assignor with respect to any and all of the foregoing and (xii) all Proceeds and products of any and all of the foregoing (all of each Assignor's right, title and interest in and to the following types or items of propertyabove, in each case whether now or hereafter existing or owned by Grantor or in which Grantor now owns or hereafter acquires an interest and wherever the same may be located (collectively, the "Collateral"):).
(ib) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or Notwithstanding any thing to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage the contrary contained in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iii) all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ix) all General Intangibles, including specifically clause (a) above, the property described on Schedule 3.1(c)Collateral shall not include any asset that any Assignor owns, (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is as agent, for the benefit of a third party (whether as licensor or licenseeother than a Subsidiary of such Assignor) and all Claims (including infringement claims) relating thereto, rather than for its own benefit.
(c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect The security interest of the Credit Collateral Administrative Agent under this Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) extends to all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any Collateral of the foregoing,
(x) all property that kind which is the subject of this Agreement which any Assignor may acquire at any time delivered to, or that is at any time in during the Control of, Secured Party, together, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms term of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included thereinAgreement.
Appears in 1 contract
Sources: Credit Agreement (Doubletree Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and all Post-Petition Interest does hereby pledge and Expense Claims (collectively, grant to the "Secured Obligations"), Grantor hereby assigns to Secured Party Collateral Agent for the benefit of the BeneficiariesSecured Creditors, and grants Secured Party for the benefit of the Beneficiaries a continuing security interests interest in, all of Grantor's the right, title and interest in of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Permits, Chattel Paper, Documents, Instruments, Investment Property (except to the following types extent pledged under the Pledge Agreement) and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or items required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, passbook, certificates of propertydeposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in each case whether now or hereafter existing or owned by Grantor or in which Grantor now owns or hereafter acquires an interest any of the foregoing accounts, and wherever (xi) all Proceeds and products of any and all of the same may be located foregoing (all of the above, collectively, the "Collateral"):
). Notwithstanding anything to the contrary contained in this Agreement (iincluding Section 3.6 hereof or certain of the representations and warranties contained herein), no Assignor shall be required to deliver any Instrument hereunder with an outstanding principal amount of $50,000 or less, provided that no more than $100,000 in the aggregate of all such $50,000 or less Instruments (including, for this purpose, any Pledged Notes (as defined in the Pledge Agreement) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or not required to be furnished delivered pursuant to the Pledge Agreement) shall be excluded from the delivery requirements under contracts of servicethis Agreement. Notwithstanding anything to the contrary contained in this Agreement, merchandise inventory, rental inventorythe Collateral shall not include any, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iii) all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor automatically excluded therefrom shall be pledged;
any, Equipment or Goods which are the subject of a Lien under Section 9.01(viii) or (viiixiv) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and to the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account extent that the holders of any other agreement, transaction or eventsuch Lien do not permit the Collateral Agent to retain a subordinated security interest therein (but only so long as such Lien continues to exist), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating provided that the security interest in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any such Equipment or Goods shall be reinstated in favor of the foregoing,Collateral Agent for the benefit of the Secured Creditors at such time as the underlying obligations with respect to any such Lien shall have been satisfied.
(xb) The security interest of the Collateral Agent under this Agreement extends to all property that Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time delivered to, or that is at any time in during the Control of, Secured Party, together, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms term of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included thereinAgreement.
Appears in 1 contract
Sources: Security Agreement (Scot Inc)
Grant of Security Interests. As (a) Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the First-Lien Collateral Agent and the Second-Lien Collateral Agent, as security for the prompt and complete payment and performance when due of the Obligations and all Post-Petition Interest and Expense Claims (collectivelyof its Obligations, the "Secured Obligations")Assignor does hereby assign and transfer unto the Third-Lien Collateral Agent, Grantor and does hereby assigns pledge and grant to Secured Party the Third-Lien Collateral Agent, for the benefit of the BeneficiariesSecured Creditors, and grants Secured Party for the benefit a continuing security interest in all of the Beneficiaries security interests in, all of Grantor's right, title and interest in of the Assignor in, to and to under all of the following types personal property and fixtures (and all rights therein) of the Assignor, or items of propertyin which or to which the Assignor has any rights, in each case whether now existing or hereafter existing or owned by Grantor or in which Grantor now owns or hereafter acquires an interest and wherever the same may be located (collectively, the "Collateral"):from time to time acquired:
(i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, each and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,every Account;
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office cash and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,Cash Equivalents;
(iii) the Cash Collateral Account and all Accounts,monies, securities, Instruments and other investments deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper,);
(v) all Documents,Commercial Tort Claims;
(vi) all Instruments computer programs of the Assignor and all intellectual property rights therein and all other Claims that are in any respect evidenced or represented by any writingproprietary information of the Assignor, including any promissory notes but not limited to all Software, and all other notes Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all other writings evidencing recorded data of any kind or representing a Claim against any Subsidiary nature, regardless of the Grantor or any other Person,medium of recording;
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, Domain Names;
(viii) all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Trade Secret Rights;
(ix) Contracts, together with all Commodity Accounts, Contract Rights arising thereunder;
(x) all Copyrights;
(xi) all Equipment;
(xii) all Deposit Accounts and all other demand, deposit, time, savings, cash management and passbook accounts maintained by the Assignor with any Person and all monies, securities, Instruments and other investments deposited in any of the foregoing;
(xiii) all Documents;
(xiv) all General Intangibles;
(xv) all Goods;
(xvi) all Instruments;
(xvii) all Inventory;
(xviii) all Investment Property, including specifically ;
(xix) all Letter-of-Credit Rights (whether or not the Security Certificates described in Schedule 3.1(brespective letter of credit is evidenced by a writing);
(xx) all Marks;
(xxi) all Patents;
(xxii) all Permits;
(xxiii) all Supporting Obligations; and
(xxiv) all Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (except to the extent such proceeds would independently be excluded pursuant to said sentence) (all of the above, the "Collateral"). Notwithstanding anything to the contrary contained above, in no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which the Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other Equity Interests and all Existing Investmentsthan to the extent that any such term in the case of preceding clause (i) or (ii) , as applicable) would be rendered ineffective pursuant to Sections 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) or principles of equity), provided, however, that only (x) the security interests hereunder, shall attach immediately to any portion of such lease, license, contact, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) and (y) to any property or assets described above in this clause (a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, (b) to the extent such assets are the property of the Assignor, any property or asset of Starpower Communications, LLC for so long as the organizational documents of such entity prohibits the granting of a security interest in such property or asset, or (c) to the extent such assets are the property of the Assignor, the equity interests of (x) Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibit the granting of a security interest in such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (y) more than 65% of the issued and outstanding capital stock Voting Equity Interests of foreign subsidiaries of the Grantor any Foreign Corporation; provided that each Assignor shall be pledged;required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Assignor of any Foreign Corporation.
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) The security interest of the Third-Lien Collateral Agent under this Agreement extends to all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements Collateral which the Assignor may acquire, or with respect to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating theretothe Assignor may obtain rights, at any time during the term of this Agreement.
(c) all patents and patent applications and all patent license agreements Notwithstanding anything herein to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating theretothe contrary, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user the relative rights and Claims (including infringement claims) relating thereto, (f) all customer lists remedies of Third-Lien Collateral Agent shall be subject to and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and governed by the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect terms of the Credit Intercreditor Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any of the foregoing,
(x) all property that is at any time delivered tothe Intercreditor Agreement is in effect. In the event of any inconsistency between the terms hereof and the Intercreditor Agreement, or that is the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in the Control of, Secured Party, together, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included thereineffect.
Appears in 1 contract
Sources: Security Agreement (RCN Corp /De/)
Grant of Security Interests. As security for In order to secure the prompt and complete payment and performance of the Secured Obligations (as defined below) in accordance with the terms thereof, Debtor hereby grants to the Secured Parties a security interest in and to all Post-Petition Interest and Expense Claims (collectively, the "Secured Obligations"), Grantor hereby assigns to Secured Party for the benefit of the Beneficiaries, and grants Secured Party for the benefit of the Beneficiaries security interests in, all of Grantor's right, title and interest of Debtor in the following property, (all being collectively referred to as the “Collateral”):
(a) All goods, inventory, merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products including such inventory as is temporarily out of Debtor’s custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above;
(b) All general intangibles (other than the “Intellectual Property” described in paragraph (e)), contract right, leases, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer discs, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind;
(c) All accounts, contract rights, royalties, license rights and all other forms of obligations owing to Debtor, whether or not arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Debtor, and whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Debtor;
(d) All documents, cash, deposit accounts, securities, investment property, letters of credit, certificates of deposit, instruments and chattel paper and Debtor’s books relating to the following types foregoing;
(e) All goodwill, trademarks, servicemarks, trade styles, trade names, patents, patent applications, copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or items unpublished; all trade secret rights, including all rights to unpatented inventions, know-how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; all mask work or similar rights available for the protection of propertysemiconductor chips; all claims for damages by way of any past, present and future infringement of any of the foregoing, collectively the “Intellectual Property”. Lender’s Security Interest in any Intellectual Property is only to the extent that (i) such Intellectual Property is proceeds of collateral other than Intellectual Property or (ii) any collateral described in paragraph (c) above is proceeds of such Intellectual Property; and
(f) All Debtor’s books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof.
(g) All shares of capital stock in OCPS held by Debtor (the “Shares”); and
(h) All proceeds of, and all other profits, rentals or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or realization upon, any of the Collateral described in subclauses (a) through (g) above including, without limitation, all claims of Debtor against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance with respect to any Collateral, and any condemnation or requisition payments with respect to any Collateral, in each case whether now existing or hereafter existing or owned by Grantor or in which Grantor now owns or hereafter acquires an interest and wherever the same may be located (collectively, the "Collateral"):
(i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iii) all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any of the foregoing,
(x) all property that is at any time delivered to, or that is at any time in the Control of, Secured Party, together, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included thereinarising.
Appears in 1 contract
Sources: Security Agreement (Revcare Inc)
Grant of Security Interests. As security for the payment of the Obligations and all Post-Petition Interest and Expense Claims (collectively, the "Secured Obligations"), each Grantor hereby assigns to Secured Party for the benefit of the Beneficiaries, and grants Secured Party for the benefit of the Beneficiaries security interests in, all of such Grantor's right, title and interest in and to the following types or items of property, in each case whether now or hereafter existing or owned by such Grantor or in which such Grantor now owns or hereafter acquires an interest and wherever the same may be located (collectively, the "Collateral"):
(i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iii) all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and specifically the Intercompany Notes described in Schedule 3.1(b), all other notes Intercompany Notes and all other writings evidencing or representing a Claim against the Borrower, Holdings or any Borrower Subsidiary of the Grantor or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Permitted Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;,
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) all registered and unregistered trademarks and service marks servicemarks and all trademark and service xxxx license agreements to which any Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which any Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which any Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any of the foregoing,
(x) all property that is at any time delivered to, or that is at any time in the Control of, Secured Party, together, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included therein.
Appears in 1 contract
Grant of Security Interests. As security for To secure the payment and performance of the Obligations and all Post-Petition Interest and Expense Claims (collectively, the "Secured Obligations"), Grantor each Debtor hereby assigns grants to Secured Party for the benefit a lien on, security interest in and right of the Beneficiaries, set-off against any and grants Secured Party for the benefit of the Beneficiaries security interests in, all of Grantor's right, title and interest of Debtor in and to any and all of the following types or items of property, in each case whether now owned or existing or hereafter existing created, acquired or owned by Grantor or in which Grantor now owns or hereafter acquires an interest and wherever arising (all being collectively referred to herein as the same may be located (collectively, the "“Collateral"”):
(i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iiia) all Accounts,;
(ivb) all Chattel Paper (including all Tangible Chattel Paper and all Electronic Chattel Paper,);
(vc) all Commercial Tort Claims, including those Commercial Tort Claims in which such Debtor has any interest specified on Schedule 3.9;
(d) all Contracts, together with all Contract Rights arising thereunder;
(e) all Deposit Accounts, all cash, and other property deposited therein or otherwise credited thereto from time to time and other monies and property in the possession or under the control of Secured Party or any affiliate, representative, agent or correspondent of Secured Party;
(f) all Documents,
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ixg) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) all registered and unregistered trademarks and service marks any and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, Intellectual Property;
(h) all employee Goods any and consultant listsall Inventory, rights, any and agreements, all Equipment and any and all Fixtures;
(i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, Instruments;
(j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, Investment Property;
(k) all rights and Claims arising under or in respect of the Letter-of-Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, Rights;
(l) all Net Proceeds, Supporting Obligations;
(m) any and all tax refunds, other personal property and interests in personal property whether or not subject to the UCC;
(n) any and all policies books and records, in whatever form or medium, that at any time evidence or contain information relating to any of insurance and condemnation awards of every type and description and the proceeds thereof, foregoing properties or interests in properties or are otherwise necessary or helpful in the collection thereof or realization thereon;
(o) all loans receivableAccessions and additions to, letters and substitutions and replacements of, any and all of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, the foregoing; and
(p) all rights Proceeds and products of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accruedthe foregoing, and all judgments, orders insurance pertaining to the foregoing and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any of the foregoing,
(x) all property that is at any time delivered to, or that is at any time in the Control of, Secured Party, together, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included therein.
Appears in 1 contract
Sources: Security Agreement (Tel Instrument Electronics Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of its Obligations, each Grantor does hereby assign and transfer unto the Obligations Collateral Agent, and all Post-Petition Interest does hereby pledge and Expense Claims (collectivelygrant to the Collateral Agent, the "Secured Obligations"), Grantor hereby assigns to Secured Party for the benefit of the BeneficiariesSecured Parties, and grants Secured Party for the benefit a continuing security interest in all of the Beneficiaries security interests in, all of Grantor's right, title and interest in of such Grantor in, to and to under all of the following types personal property (and all rights therein) of such Grantor, or items of propertyin which or to which such Grantor has any rights, in each case whether now existing or hereafter existing from time to time acquired or owned by Grantor or in which Grantor now owns or hereafter acquires an interest arising and wherever the same may be located (collectively, the "Collateral"):regardless of where located:
(i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, each and returned or repossessed Goods every Account (and all rights to enforce return receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including electronic Chattel Paper), Instrument, Document or repossession by reclamation, stoppage in transit or otherwise,Intangible));
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office cash and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,Money;
(iii) the Cash Collateral Account and all Accounts,monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper,(x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, Money, cheques, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts and Security Entitlements and Securities credited thereto, and all cash, Money, cheques, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) Futures Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Documents,Chattel Paper (including, without limitation, all electronic Chattel Paper);
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,[reserved];
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, together with all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledgedContract Rights arising thereunder;
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,Documents;
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any of the foregoing,Equipment;
(x) all fixtures;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Intangibles;
(xix) all Payment Intangibles (including corporate and other tax refunds);
(xx) all Permits;
(xxi) all books and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) with respect to each right to payment or performance included in each of the foregoing, any Supporting Obligation that supports such payment or performance and any Lien that secures such right to payment or performance or secures any such Supporting Obligation; and
(xxiii) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to the PPSA or other applicable law (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that is does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of a Grantor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of a Grantor; (iv) Excluded Accounts; (v) any Vehicles and other assets subject to certificates of title (other than to the extent such rights can be perfected by the filing of a financing statement under the PPSA or other applicable law); (vi) any Xxxxxx Xxxxxx “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law (other than to the extent such rights can be perfected by the filing of a financing statement under the PPSA or other applicable law); (vii) any Consumer Goods (as defined in the PPSA); and (viii) the last day of the term of any real property lease or agreement therefor, provided that upon enforcement of the security interest, each Grantor shall stand possessed of such last day in trust or assign the same to any person acquiring such term (the assets described in preceding clauses (i) through (viii) hereof, collectively, the “Excluded Assets”).
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Grantor may acquire, or with respect to which any Grantor may obtain rights, at any time delivered during the term of this Agreement.
(d) Each Grantor confirms that value has been given by the Collateral Agent and the Secured Parties to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement or the date of any supplement to this Agreement, as applicable, and that such Grantor and the Collateral Agent have not agreed to postpone the time for attachment of the security interest granted to the Collateral Agent in any of the Collateral of such Grantor pursuant to this Agreement.
(e) The Liens hereunder are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or that is at transfer or in any time way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith.
(f) Notwithstanding anything herein to the Control ofcontrary, Secured Partythe Grantors make no representations or warranties hereunder, togetherand the covenants hereunder shall not apply, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms respect of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an the Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included thereinAssets.
Appears in 1 contract
Grant of Security Interests. As security for the payment of the Obligations and all Post-Petition Interest and Expense Claims (collectively, the "Secured ObligationsSECURED OBLIGATIONS"), each Grantor hereby assigns to Secured Party for the benefit of the Beneficiaries, and grants Secured Party for the benefit of the Beneficiaries security interests in, all of such Grantor's right, title and interest in and to the following types or items of propertyproperty wherever located, in each case whether now or hereafter existing existing, owned or owned acquired by Grantor such Grantor, or in which such Grantor now owns or hereafter acquires an interest and wherever the same may be located (collectively, the "CollateralCOLLATERAL"):
(ia) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(iib) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iiic) all Accounts,
(ivd) all Chattel Paper,
(ve) all Documents,
(vif) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes specifically the Intercompany Notes described on SCHEDULE 3.1(b) and all other notes Intercompany Notes and all other writings evidencing or representing a Claim against Borrower or any Subsidiary of the Grantor Borrower or any other Person,
(viii) 100% of the issued and outstanding Capital Stock of any Subsidiary of Grantor, and (ii) all Securitiesother Securities not described in the preceding clause (i), whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule on SCHEDULE 3.1(b) and all other Equity Interests Capital Stock and all Existing Investments, provided, however, that only 65% Investments permitted under subsection 4.9 of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;Term Loan Agreement,
(viiih) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ixi) all General Intangibles, including specifically (a) the property described on Schedule SCHEDULE 3.1(c), (b) all registered registered, unregistered and unregistered common law trademarks and service marks marks, trademark and servicemark applications, and all trademark trademark, service mark and service xxxx tradename license agreements to which such Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which such Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights copyrights, copyright applications and all copyright license agreements to which such Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which such Grantor has an interest, including proprietary research and development, technical knowledge and processes, inventions (whether or not patentable and whether or not reduced to practice), know-how, trade secrets, trade names, trade styles, logos, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (nl) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (om) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (pn) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under the Guarantee, or any Guaranty other Guarantee or any payment thereon, and those arising on account of any other agreement, transaction or event), (qo) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (rp) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (sq) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (tr) all other intangible property of every type and description, and (us) all goodwill associated with any of the foregoing,
(xj) all property that is at any time delivered to, or that is is at any time in the Control of, Secured Party, togetherand
(k) any and all Fixtures located on any and all owned or leased real property held by such Grantor, in each caseTOGETHER, with IN EACH CASE, WITH (aw) all accessions thereto and products and replacements thereof, (bx) all guaranties, Liens and other forms of collateral security therefor, and (cy) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (dz) all other proceeds thereof, except and excludingEXCEPT AND EXCLUDING, howeverHOWEVER, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included therein.
Appears in 1 contract
Sources: Subsidiary Pledge and Security Agreement (Flashnet Communications Inc)
Grant of Security Interests. (a) As security for the payment all of the Obligations of such Assignor, each Assignor does hereby pledge, assign and all Post-Petition Interest transfer unto the Collateral Agent, and Expense Claims (collectivelydoes hereby grant to the Collateral Agent, the "Secured Obligations"), Grantor hereby assigns to Secured Party for the benefit of the BeneficiariesSecured Creditors, and grants Secured Party for the benefit a continuing security interest of the Beneficiaries security interests first priority in, all of Grantorthe right, title and interest of such Assignor in, to and under all of the following collateral located on, used in connection with the ownership or operation of, or related to any of the Borrowing Base Properties, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets (to the extent such computer programs, intellectual property rights and proprietary information are assignable without violating any agreements governing same), (vi) all other Goods, General Intangibles, Permits, Chattel Paper, Letter-of-Credit Rights, Commercial Tort Claims, Documents and Instruments, (vii) the Reserve Account and all Account Collateral, Borrowing Base Income, Cash Equivalents and other amounts permitted or required to be deposited therein pursuant to the Credit Agreement, (viii) all revenues, receipts, income, accounts, and other Receivables derived or to be derived from the ownership or operation of any Borrowing Base Properties and related facilities located thereon, including, without limitation of the generality of the foregoing, all rent, advance deposits, charges for services and other revenues and income derived or to be derived from the sale or rental of rooms, apartments, units or other facilities, the provision of services, the sale of food, beverages and merchandise, the rental of shops, the leasing of commercial or residential spaces, the granting of concessions (including concessions for the installation of coin-operated machines to the extent of such Assignor's interest therein) within or about any Borrowing Base Properties and related facilities, the rental or operation of parking facilities and the provision of services to guests of any Borrowing Base Properties and related facilities located thereon and any other items of revenue, receipts or other income, (ix) all books and records of each Assignor with respect to any and all of the foregoing and (x) all Proceeds, products and Supporting Obligations of any and all of the foregoing (all of each Assignor's right, title and interest in and to the following types or items of propertyabove, in each case whether now or hereafter existing or owned by Grantor or in which Grantor now owns or hereafter acquires an interest and wherever the same may be located (collectively, the "Collateral"):).
(i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iii) all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect The security interest of the Credit Collateral Agent under this Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) extends to all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any Collateral of the foregoing,
(x) all property that kind which is the subject of this Agreement which any Assignor may acquire at any time delivered to, or that is at any time in during the Control of, Secured Party, together, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms term of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included thereinAgreement.
Appears in 1 contract
Sources: Credit Agreement (Eldertrust)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Administrative Agent, and all Post-Petition Interest does hereby pledge and Expense Claims (collectively, grant to the "Secured Obligations"), Grantor hereby assigns to Secured Party Administrative Agent for the benefit of the BeneficiariesSecured Creditors, a continuing first priority Lien and grants Secured Party for security interest (having the benefit of priority contemplated in the Beneficiaries security interests DIP Credit Agreement) in, all of Grantor's the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the following types extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or items of propertyappurtenant to any such FCC License and the rights to receive all proceeds, in each case whether now monies or hereafter existing other consideration derived or owned by Grantor derivable from or in which Grantor now owns connection with the sale, assignment or hereafter acquires an interest transfer of any FCC License); and wherever (xii) all Proceeds and products of any and all of the same may be located foregoing (all of the above, collectively, the "Collateral"):).
(i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iii) all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) The security interest of the Administrative Agent under this Agreement extends to all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to Collateral of the kind which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) all patents It is acknowledged and patent applications and all patent license agreements agreed that the security interest created hereby does not extend to which Grantor is a party any assets owned by any third Person (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented owned by any Instrument, Chattel Paper or Security, (pAssignor) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under that are located at any Guaranty or any payment thereon, and those arising on account Real Property sites of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any of the foregoing,
(x) all property that is at any time delivered to, or that is at any time in the Control of, Secured Party, together, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included thereinAssignor.
Appears in 1 contract
Grant of Security Interests. As security for To secure the complete and timely payment and satisfaction of the Obligations and all Post-Petition Interest and Expense Claims (collectivelyLiabilities, the "Secured Obligations")Borrowers, Grantor jointly and severally, hereby assigns grant to Secured Party the Agent, for the benefit of the BeneficiariesAgent and the Lenders, a continuing first priority and grants Secured Party for the benefit perfected security interest in all of the Beneficiaries security interests in, all following property of Grantor's right, title and interest in and to the following types or items of property, in each case whether now or hereafter existing or owned by Grantor or in which Grantor now owns or hereafter acquires an interest and wherever the same may be located Borrowers (collectively, the "“Pledged Collateral"):
(i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iii) all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,
(vii) all Securities”), whether constituting Certificated Securities now owned or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;existing or hereafter acquired:
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c)Trademarks, (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor marks, assumed or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, fictitious trade names, trade styles, license agreements logos, other business identifiers, prints and user rights labels on which any of the foregoing have appeared or appear, all registrations and Claims (including infringement claims) relating theretorecordings thereof and all applications in connection therewith, (f) all customer lists including, without limitation, those listed on Exhibit A attached hereto; and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments renewals thereof, (kii) all rights income, royalties, damages and Claims arising payments now or hereafter due or payable under or in with respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with to any of the foregoing,
, including, without limitation, damages and payments for past, present and future infringements of any of the foregoing, (xiii) the right to xxx for past, present and future infringements of any of the foregoing and (iv) the goodwill of Borrowers’ business symbolized by the foregoing and connected therewith (all property that is at any time delivered to, or that is at any time of the foregoing in the Control of, Secured Party, together, in each case, with this subsection (a) are collectively referred to as the “Trademarks”);
(b) Copyrights, whether or not the underlying works of authorship have been published, all accessions thereto registrations and products recordings thereof and replacements all applications in connection therewith, including, without limitation, the copyrights listed on Exhibit B attached hereto; and (i) all renewals thereof, (ii) all income, royalties, damages and payments now or hereafter due or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present and future infringements of any of the foregoing and (iii) the right to xxx for past, present and future infringements of any of the foregoing (all of the foregoing in this subsection (b) all guaranties, Liens and other forms of collateral security therefor, and are collectively referred to as the “Copyrights”);
(c) Patents and patent applications, including, without limitation, the patents listed on Exhibit C attached hereto; and (i) all dividendsrenewals thereof, distributions(ii) all income, royalties, damages and payments received thereon now or hereafter due or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present and future infringements of any of the foregoing and (iii) the right to xxx for past, present and future infringements of any of the foregoing (all of the foregoing in exchange or substitution therefor or upon Transfer thereof, and this subsection (c) are collectively referred to as the “Patents”); and
(d) Rights under and interests in all trademark license agreements, service xxxx license agreements (together with any goodwill connected with and symbolized by any such trademark license agreements or service xxxx license agreements) and patent license agreements with any other proceeds thereofparty, except whether a Borrower is a licensee or licensor under any such license agreement, including, without limitation, those license agreements listed on Exhibit D attached hereto, but excluding any license agreement if (and excluding, however, each item solely to the extent and for so long as) such license agreement expressly prohibits the Borrower from granting any Lien thereon (all of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references the foregoing in this Agreement subsection (d) are collectively referred to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included thereinas the “Licenses”).
Appears in 1 contract
Sources: Patent and Trademark Security Agreement (I2 Telecom International Inc)
Grant of Security Interests. As security for the payment of the Obligations and all Post-Petition Interest and Expense Claims (collectively, the "Secured Obligations"), Grantor The Debtor hereby assigns and pledges to the Secured Party for the benefit of the BeneficiariesParty, and its successors and assigns, and grants to the Secured Party Party, and its successors and assigns, a perfected and continuing lien and security interest, prior to all other liens and security interests (except for Permitted Liens, but only to the benefit extent permitted by the Credit Agreement), on and in all of the Beneficiaries security interests inDebtor's property described below, whether now owned or existing or hereafter acquired, arising or created, and all of Grantorthe Debtor's rightrights, title titles and interest interests in and to the following types or items of and relating to all such property, in each case whether now or hereafter existing or owned by Grantor or in which Grantor now owns or hereafter acquires an interest wherever located, and wherever the same may be located all products thereof and all proceeds derived therefrom (collectivelyincluding, the "Collateral"without limitation, proceeds of insurance):
(a) All personal property of the Debtor, including without limitation the following, all whether now owned or hereafter acquired or arising and wherever located: (i) all Inventoryaccounts (including health-care-insurance receivables and credit card receivables); (ii) securities entitlements, securities accounts, commodity accounts, commodity contracts and investment property; (iii) deposit accounts; (iv) instruments (including promissory notes); (v) documents (including warehouse receipts); (vi) chattel paper (including electronic chattel paper and tangible chattel paper); (vii) inventory, including specifically all raw materials, work-in-work in process, finished goodsor materials used or consumed in Debtor's business, supplies, materials, spare parts, Goods items held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventorysale or lease, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iii) all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all Instruments and all other Claims goods that are in any respect evidenced returned, reclaimed or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;
repossessed; (viii) all money, cash and cash equivalentsgoods of every nature, including specifically all deposit accounts stock-in-trade, goods on consignment, standing timber that is to be cut and all certificates of deposit,
removed under a conveyance or contract for sale, computer programs embedded in such goods and farm products; (ix) all General Intangiblesequipment, including specifically machinery, vehicles and furniture; (ax) the property fixtures; (xi) agricultural liens; (xii) as-extracted collateral; (xiii) commercial tort claims, if any, described on Schedule 3.1(c1 hereto; (xiv) letter of credit rights; (xv) general intangibles, of every kind and description, including payment intangibles, software, computer information, source codes, object codes, records and data, all existing and future customer lists, choses in action, claims (including claims for indemnification or breach of warranty), (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating theretobooks, (c) all records, patents and patent applications applications, copyrights, trademarks, tradenames, tradestyles, trademark applications, goodwill, blueprints, drawings, designs and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-howplans, trade secrets, trade namescontracts, trade styleslicenses, license agreements agreements, formulae, tax and user any other types of refunds, returned and unearned insurance premiums, rights and Claims claims under insurance policies; (xvi) all supporting obligations of all of the foregoing property; (xvii) all property of the Debtor now or hereafter in the Secured Party's possession or in transit to or from, or under the custody or control of, the Secured Party or any affiliate thereof; (xviii) all cash and cash equivalents thereof; and (xix) all cash and noncash proceeds (including infringement claimsinsurance proceeds) relating of all of the foregoing property, all products thereof and all additions and accessions thereto, substitutions therefor and replacements thereof.
(fb) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all All books, records, catalogsdocuments, back issues, library rights ledger receipts and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect other information of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with Debtor pertaining to any of the foregoing,
(x) , including, without limitation, all customer lists, credit files, computer records, computer programs, storage media and computer software used or required in connection with the establishment, generation, processing, maintenance or storage of such books, records or documents or otherwise used or acquired in connection with documenting information pertaining to any of the aforesaid collateral. All of the Debtor's property that is at any time delivered to, or that is at any time described in the Control of, Secured Party, together, in each case, with items (a) all accessions thereto and products and replacements thereof, (b) above, both inclusive, as well as all guarantiesproducts and proceeds thereof and all of the Debtor's rights, Liens titles and other forms of collateral security thereforinterests in and to and relating to all such property, whether now owned or existing or hereafter acquired or created, are hereinafter referred to collectively and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for individually as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included thereinthe "Collateral".
Appears in 1 contract
Grant of Security Interests. As security for the payment of the Obligations and all Post-Petition Interest and Expense Claims (collectively, the "Secured Obligations"), Grantor hereby assigns to Secured Party for the benefit of the Beneficiaries, and grants Secured Party for the benefit of the Beneficiaries security interests in, all of Grantor's right, title and interest in and to the following types or items of property, in each case whether now or hereafter existing or owned by Grantor or in which Grantor now owns or hereafter acquires an interest and wherever the same may be located (collectively, the "Collateral"):
(i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iii) all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, ; provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;,
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any of the foregoing,
(x) all property that is at any time delivered to, or that is at any time in the Control of, Secured Party, together, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, ; except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included therein.
Appears in 1 contract
Sources: Credit Agreement (Usi Holdings Corp)
Grant of Security Interests. As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Obligations Collateral Agent, and all Post-Petition Interest does hereby pledge and Expense Claims (collectivelygrant to the Collateral Agent, the "Secured Obligations"), Grantor hereby assigns to Secured Party in each case for the benefit of the BeneficiariesSecured Creditors, and grants Secured Party for the benefit a continuing security interest in all of the Beneficiaries security interests in, all of Grantor's right, title and interest in of such Assignor in, to and to under all of the following types personal property and fixtures (and all rights therein) of such Assignor, or items of propertyin which or to which such Assignor has any rights, in each case whether now existing or hereafter existing from time to time acquired: each and every Account; all cash; the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or owned by Grantor or required to be deposited in which Grantor now owns or hereafter acquires an interest the Cash Collateral Account; all Chattel Paper (including, without limitation, all Tangible Chattel Paper and wherever the same may be located all Electronic Chattel Paper); all Commercial Tort Claims (collectivelyincluding all Commercial Tort Claims described in Annex D hereto); all Domain Names, the "Collateral"):
(i) all InventoryTrade Secrets, and other proprietary information, including specifically all raw materialsfinancial data, work-in-processpersonal information, finished goodscustomer lists, suppliessupplier lists, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventorybusiness plans, and returned or repossessed Goods and data collections; all rights to enforce return or repossession by reclamationContracts, stoppage in transit or otherwise,
(ii) together with all Contract Rights arising thereunder; all Copyrights; all Equipment, including specifically ; all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business Deposit Accounts and all other Goods except Inventory,
(iii) demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all monies, securities, Instruments and all other Claims that are investments deposited or required to be deposited in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any of the foregoing,
; all Documents; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property and Securities Accounts; all Letter-of-Credit Rights (x) whether or not the respective letter of credit is evidenced by a writing); all property that is at any time delivered toMarks, or that is at any time in together with the Control of, Secured Party, together, in each case, with (a) registrations and right to all accessions thereto and products and replacements renewals thereof, (b) the goodwill of the business of such Assignor symbolized by the Marks and all guarantiescauses of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same; all Patents, Liens and other forms together with all causes of collateral security therefor, and (c) all dividends, distributions, and payments received thereon action arising prior to or in exchange after the date hereof for infringement of any of the Patents or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included therein.unfair competition regarding the same;
Appears in 1 contract
Sources: Credit Agreement (Town Sports International Holdings Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign, pledge, hypothecate and grant to the Obligations and all Post-Petition Interest and Expense Claims (collectively, the "Secured Obligations"), Grantor hereby assigns to Secured Party Collateral Agent for the benefit of the BeneficiariesSecured Creditors, and grants Secured Party for the benefit of the Beneficiaries a continuing security interests interest in, all of Grantor's the right, title and interest in of such Assignor in, to and to under all of the following types or items of propertyfollowing, in each case whether now existing or hereafter existing from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights and all reissues, renewals or owned extensions thereof, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other Proprietary Information of such Assignor, including, but not limited to, Trade Secret Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by Grantor such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in which Grantor now owns or hereafter acquires an interest any of the foregoing accounts, and wherever (xi) all Proceeds and products of any and all of the same may be located foregoing (all of the above, collectively, the "Collateral"):
(i) all Inventory). Notwithstanding the foregoing, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or the security interest granted herein shall not extend to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iii) all Accounts,
(iv) all Chattel Paper,
(v) all Documents,
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes and all other notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor or any other Person,
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereonterm "Collateral" shall not include any property, rights or licenses to the extent the granting of a security interest therein (j1) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, would be contrary to applicable law or (k2) all rights and Claims arising under is prohibited by or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising would constitute a default under any Guaranty agreement or any payment thereondocument governing such property, rights or licenses (but only to the extent such prohibition is enforceable under applicable law and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any of the foregoing,
(x) all property that is at any time delivered to, or that is at any time in the Control of, Secured Party, together, in each case, with (a) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, only for as so long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included thereinsuch prohibition exists).
Appears in 1 contract
Sources: Credit Agreement (Sitel Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of the Obligations Obligations, each Assignor does hereby assign and all Post-Petition Interest transfer unto the Collateral Agent, and Expense Claims (collectively, does hereby pledge and grant to the "Secured Obligations"), Grantor hereby assigns to Secured Party Collateral Agent for the benefit of the BeneficiariesSecured Creditors, and grants Secured Party for the benefit a continuing security interest in all of the Beneficiaries security interests in, all of Grantor's right, title and interest in of such Assignor in, to and to under all of the following types personal property and fixtures (and all rights therein) of such Assignor, or items of propertyin which or to which such Assignor has any rights, in each case case, whether now existing or hereafter existing or owned by Grantor or in which Grantor now owns or hereafter acquires an interest and wherever the same may be located (collectively, the "Collateral"):from time to time acquired:
(i) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, each and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,every Account;
(ii) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,cash;
(iii) the Cash Collateral Account and all Accounts,monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper,);
(v) all Documents,Commercial Tort Claims described in Annex F;
(vi) all Instruments and all other Claims that are in any respect evidenced or represented by any writingproprietary information of such Assignor, including but not limited to all writings, plans, specifications and schematics, all engineering drawings, customer lists, all recorded data of any promissory notes and all other notes and all other writings evidencing kind or representing a Claim against any Subsidiary nature, regardless of the Grantor or any other Person,medium of recording and Trade Secret Rights;
(vii) all Securities, whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, together with all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(b) and all other Equity Interests and all Existing Investments, provided, however, that only 65% of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledgedContract Rights arising thereunder;
(viii) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,Copyrights;
(ix) all General Intangibles, including specifically (a) the property described on Schedule 3.1(c), (b) all registered and unregistered trademarks and service marks and all trademark and service xxxx license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, know-how, trade secrets, trade names, trade styles, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (n) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (o) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (p) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (q) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (r) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (s) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (t) all other intangible property of every type and description, and (u) all goodwill associated with any of the foregoing,Equipment;
(x) all property that Deposit Accounts and all other deposit, cash management and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks and Domain Names, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Patents;
(xx) all Permits;
(xxi) all Software;
(xxii) all Supporting Obligations; and
(xxiii) all Proceeds and products of any and all of the foregoing (all of the above, the “Collateral”).
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time delivered toduring the term of this Agreement.
(c) Notwithstanding anything to the contrary in this Agreement, or (I) in the event that is any Assignor acquires an item of Collateral at any time following the date hereof a security interest in which can not be perfected by a filing of a UCC financing statement, such Assignor may elect (which election shall be made by delivering written notice thereof to the Control of, Secured Party, together, in each case, with (aCollateral Agent) all accessions thereto and products and replacements thereof, (b) all guaranties, Liens and other forms of collateral security therefor, and (c) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (d) all other proceeds thereof, except and excluding, however, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in such Collateral shall not be required to be pledged pursuant to this Agreement to any type of collateral described as otherwise required above in this Section 2.1 1.1 so long as the book value or fair market value (as determined in good faith by the Borrower), whichever is greater, thereof is less than $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by the Borrower), whichever is greater, of all assets excluded from the security interests granted hereunder provided in this clause (c)(I), exceed $5,000,000) and (II) this Agreement shall not constitute a grant of security interest in any Excluded Assets.
(d) Notwithstanding anything to the contrary in the Credit Documents, none of the Assignors shall be deemed required, nor is the Collateral Agent authorized, (i) to exclude perfect the Security Interests granted by this Security Agreement (including Security Interests in Investment Property and fixtures) by any Excluded Assets means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office or as otherwise specified pursuant to the UCC) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Property, (B) filings in United States government offices with respect to United States registered and applied for Patents, Marks and Copyrights of any Assignor as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and Chattel Paper as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any deposit account control agreement, securities account control agreement or any other control agreement with respect to any deposit account, securities account or any other Collateral that would otherwise be included thereinrequires perfection by “control”, (iii) to take any action (other than the actions listed in clause (i)(A) and (C) above) with respect to any assets located outside of the United States, (iv) to perfect in any assets subject to a certificate of title statute or (v) to deliver any Equity Interests except as expressly provided in the Pledge Agreement.
Appears in 1 contract
Sources: Security Agreement (Central Texas Corridor Hospital Company, LLC)
Grant of Security Interests. As security for the payment of the Obligations and all Post-Petition Interest and Expense Claims (collectively, the "Secured ObligationsSECURED OBLIGATIONS"), Grantor hereby assigns to Secured Party for the benefit of the Beneficiaries, and grants Secured Party for the benefit of the Beneficiaries security interests in, all of Grantor's right, title and interest in and to the following types or items of propertyproperty wherever located, in each case whether now or hereafter existing existing, owned or owned acquired by Grantor Grantor, or in which Grantor now owns or hereafter acquires an interest and wherever the same may be located (collectively, the "CollateralCOLLATERAL"):
(ia) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise,
(iib) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its forms, all vehicles, all tools, dies, and molds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory,
(iiic) all Accounts,
(ivd) all Chattel Paper,
(ve) all Documents,
(vif) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including any promissory notes specifically the Intercompany Notes described on SCHEDULE 3.1(B) and all other notes Intercompany Notes and all other writings evidencing or representing a Claim against any Subsidiary of the Grantor Borrower or any other Person,
(viii) 100% of the issued and outstanding Capital Stock of any Subsidiary, and (ii) all Securitiesother Securities not described in the preceding clause (i), whether constituting Certificated Securities or Uncertificated Securities, all Notes, all Financial Assets, all Security Entitlements, all Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all other Investment Property, including specifically the Security Certificates described in Schedule 3.1(bon SCHEDULE 3.1(B) and all other Equity Interests Capital Stock and all Existing Investments, provided, however, that only 65% Investments permitted under subsection 4.9 of the issued and outstanding capital stock of foreign subsidiaries of the Grantor shall be pledged;Term Loan Agreement,
(viiih) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit,
(ixi) all General Intangibles, including specifically (a) the property described on Schedule 3.1(cSCHEDULE 3.1(C), (b) all registered registered, unregistered and unregistered common law trademarks and service marks and all marks, trademark and service xxxx mark applications, and all trademark, service mark and tradename license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (c) all patents and patent applications and all patent license agreements to which Grantor is a party (whether as licensor or licensee) and all Claims (including infringement claims) relating thereto, (d) all registered and unregistered copyrights copyrights, copyright applications and all copyright license agreements to which Grantor is a party (whether as licensor or licensee) and Claims (including infringement claims) relating thereto, (e) all other intellectual property in which Grantor has an interest, including proprietary research and development, technical knowledge and processes, inventions (whether or not patentable and whether or not reduced to practice) know-how, trade secrets, trade names, trade styles, logos, license agreements and user rights and Claims (including infringement claims) relating thereto, (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all rights and Claims arising under or in respect of the Credit Agreement or any Loan Document, including rights and Claims against Secured Party or any other Beneficiary, (l) all Net Proceeds, (m) all tax refunds, (nl) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (om) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (pn) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under any Guaranty or any payment thereon, and those arising on account of any other agreement, transaction or event), (qo) all other causes of action and Claims of every type and description, whether fixed or contingent, liquidated or not liquidated, accrued or not accrued, and all judgments, orders and recoveries thereon, (rp) all other agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, (sq) all other rights, privileges, benefits, entitlements, franchises, licenses and expectancies of every type and description, (tr) all other intangible property of every type and description, and (us) all goodwill associated with any of the foregoing,
(xj) all property that is at any time delivered to, or that is at any time in the Control of, Secured Party, togetherand
(k) any and all Fixtures located on any and all owned or leased real property held by the Grantor, in each caseTOGETHER, with IN EACH CASE, WITH (aw) all accessions thereto and products and replacements thereof, (bx) all guaranties, Liens and other forms of collateral security therefor, and (cy) all dividends, distributions, and payments received thereon or in exchange or substitution therefor or upon Transfer thereof, and (dz) all other proceeds thereof, except and excludingEXCEPT AND EXCLUDING, howeverHOWEVER, each item of property that is an Excluded Asset, for as long as it remains an Excluded Asset. All references in this Agreement to any type of collateral described above in this Section 2.1 shall be deemed to exclude any Excluded Assets that would otherwise be included therein.
Appears in 1 contract
Sources: Pledge and Security Agreement (Flashnet Communications Inc)