Common use of Collateral; Grant of Security Interest Clause in Contracts

Collateral; Grant of Security Interest. Each Grantor hereby grants to the Control Co-Collateral Agent, for the ratable benefit of the Credit Parties, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (a) All Accounts and Receivables (including all Credit Card Accounts Receivable and all Pharmacy Receivables); (b) all General Intangibles (including all Payment Intangibles); (c) all Equipment, Inventory, Fixtures and Goods; (d) all Pledged Collateral; (e) all Investment Property; (f) all Intellectual Property; (g) all Chattel Paper (including all Tangible Chattel Paper and all Electronic Chattel Paper and all Chattel Paper relating to Credit Card Accounts Receivable and Pharmacy Receivables); (h) all Instruments (including all Instruments relating to Credit Card Accounts Receivable and Pharmacy Receivables); (i) all Prescription Lists; (j) all Documents; (k) all Deposit Accounts (including all DDAs), Securities Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Grantor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; (l) all Money, cash and cash equivalents; (m) all proceeds, products, offspring, or profits from all dispositions or monetizations of leases of real property; (n) effective upon the entry of the Final Financing Order, all proceeds of claims or causes of action that the Grantors may be entitled to assert by reason of any avoidance or other power vested in or on behalf of the Grantors or the estates of the Grantors under Chapter 5 of the Bankruptcy Code or under state law and any and all recoveries and settlements thereof; (o) all Commercial Tort Claims; (p) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (q) to the extent not otherwise included, all Proceeds, insurance claims, Supporting Obligations and products of any and all of the foregoing; and all collateral security and guarantees given by any Person with respect to any of the foregoing; and (r) all DIP ABL Collateral (as defined in the Final Financing Order). The security interest and Lien provided for herein may be independently granted by the other Loan Documents, including pursuant to the Interim Financing Order and the Final Financing Order. This Agreement, the Financing Orders and such other Loan Documents supplement each other, without in any way diminishing or limiting the effects of each other or any Lien, claim or security interest granted thereunder, and the grants priorities, rights and remedies of the Co-Collateral Agents and the Credit Parties hereunder and thereunder are cumulative.

Collateral; Grant of Security Interest. Each Grantor hereby grants to the Control Co-Collateral Agent, for the ratable benefit of the Credit Parties, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (a) All Accounts and Receivables (including all Credit Card Accounts Receivable and all Pharmacy Receivables); (b) all General Intangibles (including all Payment Intangibles); (c) all Equipment, Inventory, Fixtures and Goods; (d) all Pledged Collateral; (e) all Investment Property; (f) all Intellectual Property; (g) all Chattel Paper (including all Tangible Chattel Paper and all Electronic Chattel Paper and all Chattel Paper relating to Credit Card Accounts Receivable and Pharmacy Receivables); (h) all Instruments (including all Instruments relating to Credit Card Accounts Receivable and Pharmacy Receivables); (i) all Prescription Lists; (j) all Documents; (k) all Deposit Accounts (including all DDAs), Securities Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Grantor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; (l) all Money, cash and cash equivalents; (m) all proceeds, products, offspring, or profits from all dispositions or monetizations of leases of real property; (n) effective upon the entry of the Final Financing Order, all proceeds of claims or causes of action that the Grantors may be entitled to assert by reason of any avoidance or other power vested in or on behalf of the Grantors or the estates of the Grantors under Chapter 5 of the Bankruptcy Code or under state law and any and all recoveries and settlements thereof; (o) all Commercial Tort ClaimsClaims described on Schedule 12 of the Perfection Certificate, as supplemented by any written notification given by a Grantor to the Collateral Agent pursuant to Section 5.9; (p) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (q) all Junior DIP Collateral (as defined in the Final Financing Order); and (r) to the extent not otherwise included, all Proceeds, insurance claims, Supporting Obligations and products products, of any and all of the foregoing; and all collateral security and guarantees given by any Person with respect to any of the foregoing; and (r) all DIP ABL Collateral (as defined in the Final Financing Order). The security interest and Lien provided for herein may be independently granted by the other Loan Documents, including pursuant to the Interim Financing Order and the Final Financing Order. This Agreement, the Financing Orders and such other Loan Documents supplement each other, without in any way diminishing or limiting the effects of each other or any Lien, claim or security interest granted thereunder, and the grants priorities, rights and remedies of the Co-Collateral Agents Agent and the Credit Parties hereunder and thereunder are cumulative.

Collateral; Grant of Security Interest. Each Grantor (a) Pursuant to the Custodian Agreement, the Custodian shall hold the Collateral Documents as the exclusive bailee and agent for the Agent and the Lenders pursuant to the terms of the Custodian Agreement and shall deliver to the Agent trust receipts each to the effect that it has reviewed such Collateral Documents in the manner and to the extent required by the Custodian Agreement and identifying any deficiencies in such Collateral Documents so reviewed. (b) In order to secure the payment and performance in full of the Loans and the other Obligations, the Borrower hereby assigns and pledges to the Agent for the benefit of the Lenders and hereby grants to the Control Co-Collateral Agent, Agent for the ratable benefit of the Credit Parties, Lenders a security interest inin and to the following, all of the following property whether now owned or at any time hereafter acquired by such Grantor the Borrower (the "Collateral"): (1) all Mortgage Loans now or in hereafter made which such Grantor now has or at any time in have been pledged to the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due Agent (whether at by delivery to the stated maturity, by acceleration Agent or to the Custodian on the Agent's behalf or otherwise) of or upon which any Loan is made by the Agent or the Lenders, the Mortgage Note and Mortgage and the other Collateral Documents evidencing said Mortgage Loan, all servicing rights and servicing fees and other income arising from or relating to such Grantor’s ObligationsMortgage Loans, and all instruments, documents, loan agreements, guarantees, interest rate swap, cap or collar agreements or similar agreements, contract rights, general intangibles, property rights, proceeds and payments arising therefrom or relating thereto, including without limitation the following: (a) All Accounts all payments and Receivables (including all Credit Card Accounts Receivable prepayments of principal, interest, and other income due or to become due thereon and all Pharmacy Receivables)proceeds therefrom, and all the right, title and interest of every nature whatsoever of the Borrower in and to such property; (b) all General Intangibles (including all Payment Intangibles)Liens with respect thereto or as security therefor; (c) all Equipmenthazard insurance policies, Inventorytitle insurance policies or condemnation proceeds with respect thereto including, Fixtures and Goods;without limitation, any FHA mortgage insurance; and (d) all Pledged prepayment premiums and late payment charges with respect thereto; (2) all real estate acquired by the Borrower by deed in lieu of foreclosure or by foreclosure attributable to any such Mortgage Loan; (3) all Purchase Commitments issued with respect to any such Mortgage Loan and all rights of the Borrower with respect thereto; (4) all right, title and interest of the Borrower in and to all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and other records, information, and related data of the Borrower with respect to such Mortgage Loans; (5) all business records, computer tapes, software and microfiche necessary or useful to identify and locate the Collateral; (e6) each Wet Mortgage Loan and all Investment Propertydocuments and agreements delivered in connection therewith or relating thereto including, without limitation, the Mortgage Note, Mortgage and Collateral Documents related thereto (such Wet Mortgage Loan and all such documents, instruments and agreements and Collateral Documents related thereto, being herein collectively called, the "Wet Collateral") immediately upon the funding of the Loan in respect thereof and the creation of the Wet Mortgage Loan; (f7) all Intellectual Propertycash from time to time deposited in any deposit account of the Borrower with the Custodian, including, without limitation, the Warehouse Account, the Restricted Account, and the Operating Account; (ga) all Chattel Paper (including all Tangible Chattel Paper and all Electronic Chattel Paper and all Chattel Paper relating to Credit Card Accounts Receivable and Pharmacy Receivables); (h) all Instruments (including all Instruments relating to Credit Card Accounts Receivable and Pharmacy Receivables); (i) all Prescription Lists; (j) all Documents; (k) all Deposit Accounts (including all DDAs)moneys, Securities Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Grantor with any Person and all monies, securities, Instruments securities and other investments deposited property and the proceeds thereof, now or required to be deposited in any of the foregoing; (l) all Money, cash and cash equivalents; (m) all proceeds, products, offspringhereafter held or received by, or profits in transit to, the Agent or any Lender from all dispositions or monetizations of leases of real property; (n) effective upon for the entry of the Final Financing OrderBorrower, all proceeds of claims whether for safekeeping, pledge, custody, transmission, collection or causes of action that the Grantors may be entitled to assert by reason of any avoidance or other power vested in or on behalf of the Grantors or the estates of the Grantors under Chapter 5 of the Bankruptcy Code or under state law and any and all recoveries and settlements thereof; (o) all Commercial Tort Claims; (p) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (q) to the extent not otherwise includedotherwise, all Proceeds, insurance claims, Supporting Obligations and products of any and all of the foregoing; Borrower's sums and credits with, and all collateral security and guarantees given by any Person with respect to any of the foregoingBorrower's claims against the Agent or any Lender at any time existing; and (rb) all DIP ABL Collateral (as defined rights, interests, choses in the Final Financing Order). The security interest action, causes of actions, claims and Lien provided for herein may be independently granted all other intangible property of every kind and nature, in each instance whether now owned or hereafter acquired by the other Loan DocumentsBorrower, including pursuant to the Interim Financing Order and the Final Financing Order. This Agreement, the Financing Orders and such other Loan Documents supplement each otherincluding, without in any way diminishing or limiting the effects of each other or any Lienlimitation, claim or security interest granted thereunder, and the grants priorities, rights and remedies of the Co-Collateral Agents and the Credit Parties hereunder and thereunder are cumulative.all

Collateral; Grant of Security Interest. Each Grantor hereby Set-off a) To secure payment and performance of the Credit Line Obligations, the Borrower and each other Pledgor assigns, transfers and pledges to the Bank, and grants to the Control CoBank a first priority lien and security interest in, the following assets and rights of the Borrower and each other Pledgor, wherever located and whether owned or existing now or acquired or arising in the future: (i) the Collateral Account; (ii) any and all money, credit balances, certificated and uncertificated securities, security entitlements, commodity contracts, certificates of deposit, instruments, documents, partnership interests, general intangibles, financial assets and other investment property now or in the future credited to or carried, held or maintained in the Collateral Account; (iii) any and all over-the-counter options, futures, foreign exchange, swap or similar contracts between the Borrower and each other Pledgor, on the one hand, and either UBS Financial Services Inc. or any of its affiliates, on the other hand; (iv) any and all accounts of the Borrower and each other Pledgor at the Bank or any of its affiliates; (v) any and all supporting obligations, general intangibles and other rights ancillary or attributable to, or arising in any way in connection with, any of the foregoing; and (vi) any and all interest, dividends, distributions and other proceeds of any of the foregoing, including proceeds of proceeds (collectively, the "Collateral"). b) The Borrower and, if applicable, any other Pledgor on the Collateral AgentAccount shall take all actions reasonably requested by the Bank to evidence, for maintain and perfect the ratable benefit Bank's first priority security interest in, and to enable the Bank to obtain control over, the Collateral and any additional collateral pledged by the Pledgors to secure any of the Credit PartiesLine Obligations, including but not limited to making, executing, recording and delivering to the Bank (and the Borrower authorizes the Bank to file, without the signature of the Borrower or any Pledgor where permitted by applicable law) financing statements and amendments thereto, control agreements, notices, assignments, listings, powers, consents and other documents (regarding the Collateral and the Bank's security interest in the Collateral) in such jurisdictions, and in such forms, as the Bank reasonably may require. Each Loan Party irrevocably authorizes and appoints the Bank to act as the Loan Party's agent and attorney-in-fact and to file any documents, or execute any documents, in the Loan Party's name, with or without designation of authority. Each Loan Party acknowledges that it will be obligated in respect of such documentation as if it had executed the documentation itself. c) The Borrower (and, if applicable, any other Pledgor on the Collateral Account) agrees to maintain in the Collateral Account, at all times, Collateral having an aggregate lending value as specified by the Bank from time to time. d) The Bank's sole duty as to the custody, safekeeping and physical preservation of any Collateral in its possession will be to deal with the Collateral in the same manner as the Bank deals with similar property held for its own account. The Borrower (and, if applicable, any other Pledgor on the Collateral Account) agrees that the Bank will have no responsibility to act on any notice of corporate actions or events provided to holders of securities or other investment property included in the Collateral. The Borrower (and, if applicable, any other Pledgor on the Collateral Account) agrees (i) to notify the Bank promptly upon receipt of any communication to holders of the investment property disclosing or proposing any stock split, stock dividend, extraordinary cash dividend, spin-off or other corporate action or event as a result of which the Borrower or Pledgor would receive securities, cash (other than ordinary cash dividends) or other assets in respect of the investment property, and (ii) immediately upon receipt by the Borrower or Pledgor of any of these assets, to cause them to be credited to a Collateral Account or to deliver them to, or as directed by, the Bank as additional Collateral. e) The Borrower (and, if applicable, any other Pledgor on the Collateral Account) agrees that all principal, interest, dividends, distributions, premiums or other income and other payments received by the Bank or credited to the Collateral Account in respect of any Collateral may be held by the Bank as additional Collateral or applied by the Bank to the Credit Line Obligations. The Bank may create a security interest in, and may, at any time and at its option, transfer any securities or other investment property constituting Collateral to, a securities account maintained in its name, or cause the Collateral Account to be redesignated or renamed in the name of the Bank. f) The Borrower (and, if applicable, any other Pledgor on the Collateral Account) agrees that if the Collateral Account has margin features, the margin features will be removed by UBS Financial Services Inc., so long as there is no outstanding margin debit in the Collateral Account. g) If the Collateral Account permits cash withdrawals in the form of check writing, access card charges, bill payment and/or electronic funds transfer services (for example, Resource Management Accounts®, Business Services Accounts BSA®, Basic Investment Accounts and certain accounts enrolled in UBS Financial Services Inc. Investment Solutions programs), then the Borrower (and, if applicable, any other Pledgor on the Collateral Account) agrees that the "Withdrawal Limit" for the Collateral Account, as described in the documentation governing the account, will be reduced on an ongoing basis so that the aggregate lending value of the Collateral remaining in the Collateral Account following any withdrawal will not be less than the amount required pursuant to Section 8(c). h) In addition to the Bank's security interest, the Borrower (and, if applicable, any other Pledgor on the Collateral Account) agrees that the Bank will at all times have a right to set off or apply any or all of the following property now owned Credit Line Obligations at or after the time at any time hereafter acquired by such Grantor or in which such Grantor now has or they become due, whether upon demand, at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the a stated maturitymaturity date, by acceleration or otherwise) of such Grantor’s Obligations: (a) All Accounts and Receivables (including , against all Credit Card Accounts Receivable and all Pharmacy Receivables); (b) all General Intangibles (including all Payment Intangibles); (c) all Equipment, Inventory, Fixtures and Goods; (d) all Pledged Collateral; (e) all Investment Property; (f) all Intellectual Property; (g) all Chattel Paper (including all Tangible Chattel Paper and all Electronic Chattel Paper and all Chattel Paper relating to Credit Card Accounts Receivable and Pharmacy Receivables); (h) all Instruments (including all Instruments relating to Credit Card Accounts Receivable and Pharmacy Receivables); (i) all Prescription Lists; (j) all Documents; (k) all Deposit Accounts (including all DDAs), Securities Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Grantor with any Person and all monies, securities, Instruments and cash, deposits or other investments deposited property in the possession of, or required to be at any time held or deposited in any account maintained with, the Bank or any of its affiliates by or for the benefit of the foregoing; (l) all MoneyBorrower, cash whether carried individually or jointly with others and cash equivalents; (m) all proceeds, products, offspring, or profits from all dispositions or monetizations of leases of real property; (n) effective upon the entry regardless of the Final Financing Ordercurrency in which denominated. This right is in addition to, all proceeds of claims and not in limitation of, any right the Bank may have at law or causes of action otherwise. i) The Bank reserves the right to disapprove any Collateral and to require the Borrower at any time to deposit into the Borrower's Collateral Account additional Collateral in such amount as the Bank requests or to substitute new or additional Collateral for any Collateral that the Grantors may be entitled to assert by reason of any avoidance or other power vested in or on behalf of the Grantors or the estates of the Grantors under Chapter 5 of the Bankruptcy Code or under state law and any and all recoveries and settlements thereof; (o) all Commercial Tort Claims; (p) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (q) to the extent not otherwise included, all Proceeds, insurance claims, Supporting Obligations and products of any and all of the foregoing; and all collateral security and guarantees given by any Person with respect to any of the foregoing; and (r) all DIP ABL Collateral (as defined has previously been deposited in the Final Financing Order). The security interest and Lien provided for herein may be independently granted by the other Loan Documents, including pursuant to the Interim Financing Order and the Final Financing Order. This Agreement, the Financing Orders and such other Loan Documents supplement each other, without in any way diminishing or limiting the effects of each other or any Lien, claim or security interest granted thereunder, and the grants priorities, rights and remedies of the Co-Collateral Agents and the Credit Parties hereunder and thereunder are cumulativeAccount.