Common use of Assignment and Grant of Security Interests Clause in Contracts

Assignment and Grant of Security Interests. As security for the due and punctual payment and performance of the Secured Indebtedness in full, Grantor hereby agrees that the Lender shall have, and Grantor hereby grants to and creates in favor of the Lender, for the benefit of the Lender, to secure all of the Secured Indebtedness, a continuing first priority security interest in and to Grantor's Collateral; provided, however, that the security interest granted in all of the Shares is subordinated to any security interest in the Shares granted by the Grantor to MAC (the "Permitted Lien") pursuant to the Termination Agreement. Without limiting the generality of Section 4 below, Grantor further agrees that with respect to each item of Collateral as to which (i) the creation of valid and enforceable security interests is not governed exclusively by the Code or (ii) the perfection of valid and enforceable security interests therein under the Code cannot be accomplished by the Lender taking possession thereof or by the filing in appropriate locations of appropriate Code financing statements executed by the Grantor, Grantor will at its expense execute and deliver to the Lender such documents, agreements, notices, assignments and instruments and take such further actions as may be reasonably requested by the Lender from time to time for the purpose of creating a valid and perfected first priority lien on such item, enforceable against the Grantor and all third parties to secure the Secured Indebtedness.

Assignment and Grant of Security Interests. As Each Grantor hereby agrees that the Agent shall have as security for the due and punctual payment and performance of the Secured Indebtedness in full, Grantor hereby agrees that the Lender shall have, and each Grantor hereby grants to and creates in favor of the LenderAgent, for the benefit of the Lender, to secure all of Agent and the Secured IndebtednessBanks as their respective interests may appear, a continuing first priority security interest in and to each Grantor's Collateral; provided, however, that the security interest granted in all of the Shares is subordinated respective Collateral subject only to any security interest in the Shares granted by the Grantor to MAC (the "Permitted Lien") pursuant to the Termination AgreementLiens. Without limiting the generality of Section 4 below, each Grantor further agrees that with respect to each item of Collateral as to which (i) the creation of a valid and enforceable security interests interest is not governed exclusively by the Code or (ii) the perfection of a valid and enforceable security interests interest therein under the Code cannot be accomplished either by the Lender Agent or the Banks taking possession thereof or by the filing in appropriate locations of appropriate Code financing statements executed by the Grantor, such Grantor will at its expense execute and deliver to the Lender Agent such documents, agreements, notices, assignments and instruments and take such further actions as may be reasonably requested by the Lender Agent from time to time for the purpose of creating a valid and perfected first priority lien Lien on such item, subject only to Permitted Liens, enforceable against the Grantor and all third parties to secure the Secured Indebtedness.

Assignment and Grant of Security Interests. As security for --------------------------------------------- the due and punctual payment and performance of the Secured Indebtedness in full, Grantor hereby agrees that the Lender Secured Party shall have, and Grantor hereby grants to and creates in favor of the LenderSecured Party, for the benefit of the LenderSecured Party, to secure all of the Secured Indebtedness, a continuing first priority security interest (or, alternatively, as high a priority security interest as is permitted by law) in and to Grantor's Collateral; provided, however, that the security interest granted in all of the Shares is subordinated to any security interest in the Shares granted by the Grantor to MAC (the "Permitted Lien") pursuant to the Termination Agreement. Without limiting the generality of Section 4 below, Grantor further agrees that with respect to each item of Collateral as to which (i) the creation of valid and enforceable security interests is not governed exclusively by the Code or (ii) the perfection of valid and enforceable security interests therein under the Code cannot be accomplished by the Lender Secured Party taking possession thereof or by the filing in appropriate locations of appropriate Code financing statements executed by the Grantor, Grantor will at its expense execute and deliver to the Lender Secured Party such documents, agreements, notices, assignments and instruments and take such further actions as may be reasonably requested by the Lender Secured Party from time to time for the purpose of creating a valid and perfected first priority lien (or, alternatively, as high a priority security interest as is permitted by law) on such item, enforceable against the Grantor and all third parties to secure the Secured Indebtedness.

Assignment and Grant of Security Interests. As security for the due and punctual payment and performance of the Secured Indebtedness in full, Grantor the Borrower hereby agrees that the Lender Agent shall have, and Grantor the Borrower hereby grants to and creates in favor of the LenderAgent, for the benefit of the Lender, to secure all of Agent and the Secured IndebtednessBanks as their respective interests may appear, a continuing first priority security interest in and to Grantor's Collateral; provided, however, that the security interest granted in all of the Shares is subordinated Collateral subject only to any security interest in the Shares granted by the Grantor to MAC (the "Permitted Lien") pursuant to the Termination AgreementLiens. Without limiting the generality of Section 4 below, Grantor the Borrower further agrees that with respect to each item of Collateral as to which (i) the creation of a valid and enforceable security interests interest is not governed exclusively by the Code or (ii) the perfection of a valid and enforceable security interests interest therein under the Code cannot be accomplished either by the Lender Agent or the Banks taking possession thereof or by the filing in appropriate locations of appropriate Code financing statements executed by the GrantorBorrower, Grantor the Borrower will at its expense execute and deliver to the Lender Agent such documents, agreements, notices, assignments and instruments and take such further actions as may be reasonably requested by the Lender Agent from time to time for the purpose of creating a valid and perfected first priority lien Lien on such item, subject only to Permitted Liens, enforceable against the Grantor Borrower and all third parties to secure the Secured Indebtedness.

Assignment and Grant of Security Interests. As security for the due ------------------------------------------ and punctual payment and performance of the Secured Indebtedness in fullfill, each Grantor hereby agrees that the Lender Agent shall have, and each Grantor hereby grants to and creates in favor of the LenderAgent, for the benefit of the Lender, to secure all of Agent and the Secured IndebtednessBanks as their respective interests may appear, a continuing first priority security interest in and to each Grantor's Collateral; provided, however, that the security interest granted in all of the Shares is subordinated respective Collateral (except for Motor Vehicles) subject only to any security interest in the Shares granted by the Grantor to MAC (the "Permitted Lien") pursuant to the Termination AgreementLiens. Without limiting the generality of Section 4 below, each Grantor further agrees that with respect to each item of Collateral as to which (i) the creation of a valid and enforceable security interests interest is not governed exclusively by the Code or (ii) the perfection of a valid and enforceable security interests interest therein under the Code cannot be accomplished either by the Lender Agent or the Banks taking possession thereof or by the filing in appropriate locations of appropriate Code financing statements executed by the Grantor, such Grantor will shall at its expense execute and deliver to the Lender Agent such documents, agreements, notices, assignments and instruments and take such further actions as may be reasonably requested by the Lender Agent from time to time for the purpose of creating a valid and perfected first priority lien Lien on such item, subject only to Permitted Liens, enforceable against the Grantor and all third parties to secure the Secured Indebtedness.

Assignment and Grant of Security Interests. As security for the due and ------------------------------------------ punctual payment and performance of the Secured Indebtedness in full, each Grantor hereby agrees that the Lender Administrative Agent shall have, and each Grantor hereby grants to and creates in favor of the LenderAdministrative Agent, for the benefit of the Lender, to secure all of Administrative Agent and the Secured IndebtednessBanks as their respective interests may appear, a continuing first priority security interest in and to each Grantor's Collateral; provided, however, that the security interest granted in all of the Shares is subordinated respective Collateral (except for Motor Vehicles) subject only to any security interest in the Shares granted by the Grantor to MAC (the "Permitted Lien") pursuant to the Termination AgreementLiens. Without limiting the generality of Section 4 below, each Grantor further agrees that with respect to each item of Collateral as to which (i) the creation of a valid and enforceable security interests interest is not governed exclusively by the Code or (ii) the perfection of a valid and enforceable security interests interest therein under the Code cannot be accomplished either by the Lender Administrative Agent or the Banks taking possession thereof or by the filing in appropriate locations of appropriate Code financing statements executed by the Grantor, such Grantor will shall at its expense execute and deliver to the Lender Administrative Agent such documents, agreements, notices, assignments and instruments and take such further actions as may be reasonably requested by the Lender Administrative Agent from time to time for the purpose of creating a valid and perfected first priority lien Lien on such item, subject only to Permitted Liens, enforceable against the Grantor and all third parties to secure the Secured Indebtedness.

Assignment and Grant of Security Interests. As security for the due and ------------------------------------------ punctual payment and performance of the Secured Indebtedness in full, Grantor hereby agrees that the Lender shall have, and Grantor hereby grants to and creates in favor of the Lender, for the benefit of the Lender, to secure all of the Secured Indebtedness, a continuing first priority security interest in and to Grantor's Collateral; provided, however, that the security interest granted in all of the Shares is subordinated to any security interest in the Shares granted by the Grantor to MAC (the "Permitted Lien") pursuant to the Termination Agreement. Without limiting the generality of Section 4 below, Grantor further agrees that with respect to each item of Collateral as to which (i) the creation of valid and enforceable security interests is not governed exclusively by the Code or (ii) the perfection of valid and enforceable security interests therein under the Code cannot be accomplished by the Lender taking possession thereof or by the filing in appropriate locations of appropriate Code financing statements executed by the Grantor, Grantor will at its expense execute and deliver to the Lender such documents, agreements, notices, assignments and instruments and take such further actions as may be reasonably requested by the Lender from time to time for the purpose of creating a valid and perfected first priority lien on such item, enforceable against the Grantor and all third parties to secure the Secured Indebtedness.