Exhibit 10.5
EXECUTION VERSION
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST
GRANTED TO JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, PURSUANT TO THIS
AMENDED AND RESTATED SECURITY AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY
BY JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, HEREUNDER ARE SUBJECT TO
THE PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT, DATED AS OF THE DATE HEREOF
(AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"ABL INTERCREDITOR AGREEMENT"), AMONG UNISYS CORPORATION, THE GRANTORS FROM TIME
TO TIME PARTY THERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS COLLATERAL
TRUSTEE, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND CERTAIN OTHER
PERSONS WHICH MAY BE OR BECOME PARTIES THERETO OR BECOME BOUND THERETO FROM TIME
TO TIME. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF SUCH ABL
INTERCREDITOR AGREEMENT AND THIS AMENDED AND RESTATED SECURITY AGREEMENT, THE
TERMS OF THE ABL INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
AMENDED AND RESTATED
SECURITY AGREEMENT
Dated as of October 29, 2020
by
UNISYS CORPORATION
as Borrower,
and
EACH OTHER GRANTOR
FROM TIME TO TIME PARTY HERETO
in favor of
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
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TABLE OF CONTENTS
Page
Article 1 DEFINED TERMS
1
Section 1.1.
Definitions
1
Section 1.2.
Certain Other Terms
5
Article 2 [RESERVED]
6
Article 3 REAFFIRMATION AND GRANT OF SECURITY INTEREST
6
Section 3.1.
Collateral
6
Section 3.2.
Grant of Security Interest in Collateral
7
Article 4 REPRESENTATIONS AND WARRANTIES
7
Section 4.1.
Title; No Other Liens; Enforceability
7
Section 4.2.
Perfection and Priority
7
Section 4.3.
Pledged Collateral
8
Section 4.4.
Accounts and Chattel Paper
8
Section 4.5.
Intellectual Property
9
Section 4.6.
Commercial Tort Claims
9
Section 4.7.
Letter-of-Credit Rights
9
Section 4.8.
Specific Collateral
9
Section 4.9.
Enforcement
9
Article 5 COVENANTS
10
Section 5.1.
Maintenance of Perfected Security Interest; Further Documentation and Consents
10
Section 5.2.
Pledged Collateral
11
Section 5.3.
Accounts and other Receivables
11
Section 5.4.
Commodity Contracts
12
Section 5.5.
Delivery of Instruments and Tangible Chattel Paper and Control of Investment
Property, Letter-of-Credit Rights and Electronic Chattel Paper
12
Section 5.6.
Intellectual Property
13
Section 5.7.
Notices
14
Section 5.8.
Notice of Commercial Tort Claims
14
Section 5.9.
Federal, State or Municipal Claims
14
Section 5.10.
No Interference
15
Article 6 REMEDIAL PROVISIONS
15
Section 6.1.
Code and Other Remedies
15
Section 6.2.
Accounts and Payments in Respect of General Intangibles
18
Section 6.3.
Pledged Collateral
19
Section 6.4.
Proceeds to be Turned over to and Held by Administrative Agent
20
Section 6.5.
Sale of Pledged Collateral
20
-i-
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Page
Section 6.6.
Deficiency
21
Article 7 ADMINISTRATIVE AGENT
21
Section 7.1.
Administrative Agent's Appointment as Attorney-in-Fact
21
Section 7.2.
Authorization to File Financing Statements
23
Section 7.3.
Authority of Administrative Agent
23
Section 7.4.
Duty; Obligations and Liabilities
23
Section 7.5.
Account Verification
24
Article 8 MISCELLANEOUS
24
Section 8.1.
Reinstatement
24
Section 8.2.
Release of Collateral
25
Section 8.3.
Independent Obligations
25
Section 8.4.
No Waiver by