Common use of 1Grant of Security Interest Clause in Contracts

1Grant of Security Interest. Each Obligor hereby grants Purchaser Agent, for the benefit of the Secured Parties, to secure the payment and performance in full of all of the Obligations, a continuing security interest in all of such Obligor’s right, title and interest in, to and under the Collateral of such Obligor, wherever located, whether now owned or hereafter acquired or arising, and all Proceeds and products thereof. Each Obligor represents, warrants, and covenants that, upon the taking of the actions contemplated by Schedule 4.1, the security interest granted herein is and shall at all times continue to be a first priority (subject to Permitted Priority Liens) perfected security interest in the Collateral to the extent such security interest can be perfected by the taking of such actions. If any Obligor shall acquire a Commercial Tort Claim (as defined in the UCC), such Obligor shall promptly notify Purchaser Agent in a writing signed by Issuer, as the case may be, of the general details thereof (and further details as may be reasonably required by Purchaser Agent) and, upon the request of Purchaser Agent, promptly grant to Purchaser Agent, for the benefit of the Secured Parties, a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Purchaser Agent. If this Agreement is terminated, Purchaser Agent’s Lien in the Collateral shall continue until Payment in Full. Upon Payment in Full, Purchaser Agent shall, at the sole cost and expense of the Obligors, release its Liens in the Collateral and all rights therein shall revert to the Obligors. Upon such termination, and from time to time thereafter, Purchaser Agent shall, at the sole cost and expense of the Obligors, execute and deliver such instruments, documents and filings the Obligors reasonably request to evidence such termination and release.

1Grant of Security Interest. Each Obligor (a) Borrower hereby grants Purchaser to Agent, for the ratable benefit of the Secured PartiesLenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in in, and pledges to Agent, for the ratable benefit of the Lenders, all of such Obligor’s its right, title and interest in, interests in and to and under the Collateral of such ObligorCollateral, wherever located, whether now owned or hereafter acquired or arising, and all Proceeds proceeds and products thereof. Each Obligor Borrower represents, warrants, and covenants that, upon the taking of the actions contemplated by Schedule 4.1, that the security interest granted herein is and shall at all times continue to be a first priority (subject to Permitted Priority Liens) perfected security interest in the Collateral, subject only to Permitted Liens that may have priority by operation of applicable Law or by the terms of a written intercreditor or subordination agreement entered into by Agent. (b) Borrower hereby acknowledges and agrees that the security interest created hereby in the Collateral constitutes continuing collateral security for all the Obligations and is in addition to, and supplemental of, any security interest previously or subsequently granted by the Borrower to Agent or Lenders (or any of them) and shall continue in full force and effect and secure all of the Obligations, whether now existing or hereafter arising, including, without limitation, any amounts currently outstanding and any future advances. (c) Following payment in full of all Obligations (other than the MoIC Hurdle Amount and inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) and notwithstanding any release of other Collateral upon such payment in full, so long as Borrower has not fully paid the remaining unpaid MoIC Hurdle Amount owing to the extent such Agent under this Agreement shall continue to be secured by a security interest can be perfected by the taking of such actions. If any Obligor shall acquire a Commercial Tort Claim (as defined interest, in the UCC), such Obligor shall promptly notify Purchaser Agent in a writing signed by Issuer, as the case may be, favor of the general details thereof (and further details as may be reasonably required by Purchaser Agent) and, upon the request of Purchaser Agent, promptly grant to Purchaser Agent, for the benefit of the Secured PartiesLenders, a security interest therein and in the Proceeds thereof, all upon Dextenza Royalty (including the terms right to receive the Dextenza Royalty Payments) and the proceeds thereof until such time the remaining MoIC Hurdle Amount has been paid (the “Retained Collateral”); provided that the Agent and the Lenders shall negotiate in good faith with the Senior Debt Provider of this an Acceptable Intercreditor Agreement and enter into such Acceptable Intercreditor Agreement, with in each case, such writing action not to be in form and substance reasonably satisfactory to Purchaser Agent. If this Agreement is terminatedunreasonably conditioned, Purchaser Agent’s Lien in the Collateral shall continue until Payment in Full. Upon Payment in Full, Purchaser Agent shall, at the sole cost and expense of the Obligors, release its Liens in the Collateral and all rights therein shall revert to the Obligors. Upon such termination, and from time to time thereafter, Purchaser Agent shall, at the sole cost and expense of the Obligors, execute and deliver such instruments, documents and filings the Obligors reasonably request to evidence such termination and releasewithheld or delayed.

1Grant of Security Interest. Each Obligor Borrower hereby grants Purchaser Collateral Agent, for the ratable benefit of the Secured PartiesLenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in all of such Obligor’s right, title and interest in, and pledges to and under Collateral Agent, for the Collateral ratable benefit of such Obligorthe Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all Proceeds proceeds and products thereof. Each Obligor Borrower represents, warrants, and covenants that, upon the taking of the actions contemplated by Schedule 4.1, that the security interest granted herein is and shall at all times continue to be a first priority (subject to Permitted Priority Liens) perfected security interest in the Collateral Collateral, subject only to the extent such security interest can be perfected Permitted Liens that are permitted by the taking terms of such actionsthis Agreement to have priority to Collateral Agent’s Lien. If any Obligor Borrower shall acquire a Commercial Tort Claim commercial tort claim (as defined in the UCCCode) with a value in excess of One Hundred Thousand Dollars ($100,000.00), such Obligor Borrower, shall promptly notify Purchaser Collateral Agent in a writing signed by IssuerBorrower, as the case may be, of the general details thereof (and further details as may be reasonably required by Purchaser Collateral Agent) and, upon the request of Purchaser Agent, promptly and grant to Purchaser Collateral Agent, for the ratable benefit of the Secured PartiesLenders, in such writing a security interest therein and in the Proceeds proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Purchaser Collateral Agent. If this Agreement is terminated, Purchaser Collateral Agent’s Lien in the Collateral shall continue until Payment the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) are repaid in Fullfull in cash. Upon Payment payment in Fullfull in cash of the Obligations (other than inchoate indemnity obligations and any other obligations which, Purchaser by their terms, are to survive the termination of this Agreement) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at the sole cost and expense of the ObligorsBorrower, release its Liens in the Collateral and all rights therein shall revert to the Obligors. Upon such termination, and from time to time thereafter, Purchaser Agent shall, at the sole cost and expense of the Obligors, execute and deliver such instruments, documents and filings the Obligors reasonably request to evidence such termination and releaseBorrower.