Grant of Collateral. The Borrower has good and marketable title to all of the Collateral. The Borrower has taken all actions necessary to perfect its interest in the Collateral transferred by the Transferor. Except as otherwise expressly permitted by the terms of this Agreement, no item of Collateral has been sold, transferred, assigned or pledged by the Borrower to any Person, other than as contemplated by Article II and the Grant of such Collateral to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms of this Agreement.
Grant of Collateral. The Loan Parties have good and marketable title to all of the Collateral. Such Loan Party has taken all actions necessary to perfect its interest in the Collateral transferred by the Originator. Except as otherwise expressly permitted by the terms of this Agreement, no item of Collateral has been sold, transferred, assigned or pledged by such Loan Party to any Person, other than as contemplated by Article II and the Grant of such Collateral to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms of this Agreement.
Grant of Collateral. To secure the prompt payment and performance of the Obligations, the Borrower pledges, assigns, transfers and grants to the Bank a continuing first priority security interest in the following property of the Borrower (collectively, the "Collateral"):
(a) All accounts (the "Accounts"), as that term is defined in the Uniform Commercial Code as in effect from time to time in the States of Tennessee and Delaware (the "UCC"), including, without limitation, all accounts receivable, book debts and other forms of obligations, other than forms of obligations evidenced by Chattel Paper or Instruments, as those terms are defined below, now owned or hereafter received or acquired by or belonging or owing to the Borrower, including, without limitation, under any trade name, style or division thereof, whether arising out of goods sold or services rendered by the Borrower or from any other transaction, whether or not the same involves the sale of goods or services by the Borrower, including, without limitation, any such obligation which may be characterized as an account or contract right under the UCC, and all of the Borrower's rights in, to and under all purchase orders or receipts now owned or hereafter acquired by it for goods or services, and all of the Borrower's rights to any goods represented by any of the foregoing, including, without limitation, unpaid seller's rights of rescission, replevin, reclamation or repossessed goods, and all monies due or to become due to the Borrower under all purchase orders and contracts for the sale of goods or the performance of services or both by the Borrower, whether or not yet earned by performance on the part of the Borrower or in connection with any other transaction, now in existence or hereafter occurring, including, without limitation, the right to receive the proceeds of such purchase orders and contracts, and all collateral security and guaranties of any kind given by any person with respect to any of the foregoing;
(b) All chattel paper (the "Chattel Paper"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower;
(c) All contracts, undertakings, franchise agreements or other agreements (collectively, the "Contracts"), other than rights evidenced by Chattel Paper, Documents or Instruments, as those terms are defined below, in or under which the Borrower may now or hereafter have any right, title or interest, including, without limitation, with respect to an Account, any agreement relating t...
Grant of Collateral. (a) On or prior to the Closing Date, the Grantor shall have Transferred any combination of Qualified Securities, Cash and Letters of Credit to the Collateral Agent or any Collateral Account having a Collateral Value equal to at least the Required Value and shall have delivered a Pledge Supplement pledging all such Qualified Securities, Cash and Letters of Credit as Collateral and the Collateral Agent shall have a valid, first priority perfected security interest in all such Collateral.
(b) No later than 11:00 a.m. New York time on each Transfer Date, the Grantor shall promptly Transfer any combination of Qualified Securities, Cash and Letters of Credit to the Collateral Agent or any Collateral Account having a Collateral Value as of the applicable Valuation Date at least equal to the Delivery Amount and shall have delivered a Pledge Supplement pledging all such Qualified Securities, Cash and Letters of Credit as Collateral and the Collateral Agent shall have a valid, first priority perfected security interest in all such Collateral and such Transfer shall have been fully effected by no later than 2:00 p.m. (New York Time), on such Transfer Date.
(c) The Grantor agrees that at all times with respect to any Collateral it shall comply with the provisions of this Section 3.2(c). With respect to any Posted Securities that are represented by a certificate or that is an "instrument" (other than any Posted Securities credited to a Collateral Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an "effective 9 <PAGE> indorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. In addition to the foregoing, if any Issuer of any Posted Securities is located in a jurisdiction outside of the United States, the Grantor shall take such additional actions, including, without limitation, causing the Issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. All Posted Securities which are not represented by a certificate or which are not "instruments" shall be registered in the name of the Collateral Agent or the name of its nominee or agent. In addition, the Collateral Agent shall hav...
Grant of Collateral. In the event that (a) after giving effect to a requested Revolving Credit Loan on or after the First Amendment Effective Date (a "Requested Loan") the aggregate Revolving Credit Loans then outstanding under the Revolving Credit Commitment would exceed the Revolving Credit Loan Cap or (b) the Company incurs a Net Loss in excess of $500,000 (x) for the fiscal quarter ending September 30, 2000 (calculated with respect to such fiscal quarter only), (y) for the fiscal quarter ending December 31, 2000 (calculated with respect to such fiscal quarter alone and with respect to the two fiscal quarters ending December 31, 2000) or (z) for the fiscal quarter ending March 31, 2001 (calculated with respect to such fiscal quarter alone and with respect to the three fiscal quarters ending March 31, 2001), then
(1) the Company and each Guarantor shall grant to the Lender a first priority perfected security interest in all present and future accounts receivable of each such entity and in connection therewith, shall promptly execute and deliver to the Lender security agreements, UCC-1 financing statements, a legal opinion in form and substance satisfactory to the Lender as to the due execution, delivery and enforceability of such documents and such other matters as the Lender may reasonably request, and all such other documentation as shall be reasonably required by the Lender (all of the foregoing documentation to be in form and substance satisfactory to the Lender in all respects) in order to enable the Lender to obtain and perfect a first priority security interest in such collateral, with all expenses relating thereto (including, without limitation, the reasonable fees and expenses of counsel to the Lender in connection with the preparation of such documentation and UCC search and filing fees) to be paid by the Company and the Guarantor and (2) the Company and the Lender shall execute an amendment, in form and substance satisfactory to the Lender, to the Agreement pursuant to which the aggregate outstanding amount of all Revolving Credit Loans and the Term Loan shall thereafter be required to be equal to or less than a borrowing base to be determined with respect to accounts receivable of the Company, such borrowing base formula and all aspects of such borrowing base arrangement including, but not limited to, the advance rate to be applied to eligible accounts receivable, the definition of eligible accounts receivable, reporting requirements and the requirement for perio...
Grant of Collateral. 2 2.2 Collateral as Security Only............................3
Grant of Collateral. 30 SECTION 2.1.Grant and Acceptance of Collateral................................30 SECTION 2.2.Conditions to Closing.............................................30 SECTION 2.3.Reserved..........................................................32 SECTION 2.4.Substitute Contracts from Reinvestment Account....................33 SECTION 2.5.Authentication and Delivery of Notes..............................34 SECTION 2.6.Servicer's Record of Contracts....................................34 SECTION 2.7.Confidentiality...................................................35 SECTION 2.8.Confirmation of Representations and Warranties....................35
Grant of Collateral. 55 Section 8.1 Grant of Security Interest 55 Section 8.2 Lender's Rights 56 Section 8.3 Lender's Appointment as Attorney-in-fact 57 Section 8.4 Other Collateral Rights and Obligations of Borrower 57 Section 8.5 Continuous Security Interest 60 ARTICLE 9 EVENTS OF DEFAULT 61 Section 9.1 Events of Default 61 ARTICLE 10 GENERAL PROVISIONS 63 Section 10.1 Amendments 63 Section 10.2 Notices 63 Section 10.3 No Waiver; Remedies 64 Section 10.4 Successors and Assigns. 64 Section 10.5 Costs, Expenses, and Taxes; Indemnification 66 Section 10.6 Right of Setoff 67 Section 10.7 Cross-Collateralization 67 Section 10.8 Governing Law; Jurisdiction 67 Section 10.9 Entire Agreement; Severability of Provisions 68 Section 10.10 Estoppel Certificates 69 Section 10.11 Waiver of Jury Trial and Consequential Damages 69 Section 10.12 Replacement of the Note 70 Section 10.13 Survival of Representations and Warranties 70 Section 10.14 Further Assurances 70 Section 10.15 Construction 70 Section 10.16 Captions 70 Section 10.17 Counterparts 70 Section 10.18 Maximum Rate of Interest 71 Section 10.19 Domicile of Loans 71 Section 10.20 Confidentiality 71 Section 10.21 Amendment and Restatement 72 Exhibit A -- Replacement Commercial Revolving Loan Promissory Note Exhibit B -- Replacement Term Loan Promissory Note Exhibit C -- Line of Credit Promissory Note Exhibit D -- Converted Term Note Exhibit E -- Certificate of Compliance Exhibit F -- Unlimited Guaranty Exhibit G -- Borrowing Base Certificate Exhibit H -- Power of Attorney
Grant of Collateral. 56 Section 8.1 Grant of Security Interest.............................56 Section 8.2 The Mortgage...........................................57 Section 8.3 Lenders' Rights........................................57 Section 8.4 Lenders' Appointment as Attorney-in-fact...............58
Grant of Collateral. As collateral security for the performance and prompt payment in full when due (whether at stated maturity, upon acceleration, upon any optional or mandatory prepayment or otherwise) of the Credit Obligations, the Grantor hereby pledges and grants to the Lender, a perfected security interest (subject to no other liens created by Grantor, except Permitted Exceptions and liens in favor of Lender under the Security Documents) in all of the Grantor’s right, title and interest in, to and under the following property and assets, whether now owned or in the future acquired by the Grantor and whether now existing or in the future coming into existence (all of the property and assets described in this Article II, collectively, the “Collateral”):
(a) the specific items of Equipment to be purchased from time to time for Projects, pursuant to the Equipment Supply Agreements, with the proceeds of the Loans, as set forth in a Borrowing Request and any replacement Equipment therefor;
(b) Grantor’s right, title and interest in the Equipment Supply Agreements entered into by Grantor from time to time; and
(c) all Proceeds, including insurance proceeds, of the items of Collateral described or referred to in Sections 2.01(a) and (b); provided that, in no event shall the Collateral include (x) any right, title or interest in any of the items set forth in Section 2.01(a) through (c) above which have been released from the liens created hereunder pursuant to Section 2.09 or (y) any Excluded Collateral.
