Common use of GRANT OF LIEN Clause in Contracts

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Obligations, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Secured Party a Lien upon all of Grantor’s right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the “Collateral”), including: (i) all rights of every kind and nature (including, without limitation, copyrights) in and to the screenplay of the Film (copyright registration number PAu-3-358-000), and any other literary, musical, dramatic or other literary material of any kind or nature upon which, in whole or in part, the Film is or may be based, or from which it is or may be adapted or inspired or which may be or has been used or included in the Film including, without limitation, all scripts, scenarios, screenplays, bibles, stories, treatments, novels, outlines, books, titles, concepts, characters, manuscripts or other properties or materials of any kind or nature in whatever state of completion and all drafts, versions and variations thereof (collectively, the “Literary Property”); without limiting the generality of the foregoing, Grantor shall immediately execute, deliver and cause to be filed and recorded with the United States Copyright Office a Notice of Security Interest and Collateral Assignment of Copyrights in the form of Exhibit 2(a)(i) attached hereto with respect to each and every copyright included in the Collateral; (ii) all rights of every kind and nature in and to all physical properties of every kind or nature of or relating to the Film and all versions thereof, including, without limitation, all physical properties relating to the development, production, completion, delivery, exhibition, distribution or other exploitation of the Film, and all versions thereof or any part thereof, including, without limitation, the Literary Property, exposed film, developed film, positives, negatives, prints, answer prints, special effects, pre-print materials (including interpositives, negatives, duplicate negatives, internegatives, color reversals, intermediates, lavenders, fine grain master prints and matrices and all other forms of pre-print elements which may be necessary or useful to produce prints or other copies or additional pre-print elements, whether now known or hereafter devised), soundtracks, recordings, audio and video tapes and discs of all types and gauges, cutouts, trims and any and all other physical properties of every kind and nature relating to the Film in whatever state of completion, and all duplicates, drafts, versions, variations and copies of each thereof (collectively, the “Physical Properties”); (iii) all collateral, allied, ancillary, subsidiary, publishing and merchandising rights of every kind and nature, without limitation, derived from, appurtenant to or related to the Film or the Literary Property, including, without limitation, all production, exploitation, reissue, remake, sequel, serial or series production rights by use of film, tape or any other recording devices now known or hereafter devised, whether based upon, derived from or inspired by the Film, the Literary Property or any part thereof; all rights to use, exploit and license others to use or exploit any and all novelization, publishing, commercial tieups and merchandising rights of every kind and nature, including, without limitation, all novelization, publishing, merchandising rights and commercial tieups arising out of or connected with or inspired by the Film or the Literary Property, the title or titles of the Film, the characters appearing in the Film or said Literary Property and/or the names or characteristics of said characters, and including further, without limitation, any and all commercial exploitation in connection with or related to the Film, all remakes or sequels thereof and/or the Literary Property; (iv) all rights of Grantor of every kind or nature, present and future, in and to all agreements relating to the development, production, completion, delivery and exploitation of the Film, including, without limitation, all agreements for personal services, including the services of writers, directors, cast, producers, special effects personnel, animators, cameramen and other creative, artistic and technical staff and agreements for the use of studio space, equipment, facilities, locations, animation services, special effects services and laboratory contracts; (v) all contract rights and general intangibles which grant to any Person any right to acquire, produce, develop, reacquire, finance, release, sell, distribute, subdistribute, lease, sublease, market, license, sublicense, exhibit, broadcast, transmit, reproduce, publicize, or otherwise exploit the Film or any rights in the Film including, without limitation, all such rights pursuant to agreements between Grantor and any Subsidiary which relate to the ownership, production or financing of the Film; (vi) all Accounts; (vii) all Chattel Paper; (viii) all Documents; (ix) all General Intangibles (including all Products, Contracts, Intellectual Property, and payment intangibles); (x) all Goods (including Inventory, Equipment and Fixtures); (xi) all Instruments; (xii) all Deposit Accounts and all other bank accounts and all deposits therein; (xiii) all money, cash or cash equivalents of Grantor; (xiv) all Supporting Obligations and Letter-of-Credit Rights of Grantor; and (xv) to the extent not otherwise included, all Proceeds, tort claims insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing. (b) In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Secured Party as aforesaid, Grantor hereby grants to Secured Party a right of set-off against the property of Grantor held by Secured Party, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to Secured Party, for any purpose, including safekeeping, collection or pledge, for the account of Grantor, or as to which Grantor may have any right or power. (c) In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Secured Party as aforesaid, NL hereby grants to Secured Party a Lien upon all of NL’s right, title and interest of whatsoever kind or nature in, to, under or relating to the Film, including without limitation all Literary Property and Physical Properties, and the Collection Account (defined below). All such property and rights shall be included in the Collateral hereunder.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of all of the Obligations, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Secured Party a Lien upon all of Grantor’s 's right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to, Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the “"Collateral”"), including: (i) all rights of every kind and nature (including, without limitation, copyrights) in and to the screenplay of the Film (copyright registration number PAu-3-358-000), and any other literary, musical, dramatic or other literary material of any kind or nature upon which, in whole or in part, the Film is or may be based, or from which it is or may be adapted or inspired or which may be or has been used or included in the Film including, without limitation, all scripts, scenarios, screenplays, bibles, stories, treatments, novels, outlines, books, titles, concepts, characters, manuscripts or other properties or materials of any kind or nature in whatever state of completion and all drafts, versions and variations thereof (collectively, the “"Literary Property”); "): without limiting the generality of the foregoing, Grantor shall immediately execute, deliver and cause to be filed and recorded with the United States Copyright Office a Notice of Security Interest and Collateral Assignment of Copyrights in the form of Exhibit 2(a)(i) attached hereto with respect to each and every copyright included in the Collateral; (ii) all rights of every kind and nature in and to all physical properties of every kind or nature of or relating to the Film and all versions thereof, including, without limitation, all physical properties relating to the development, production, completion, delivery, exhibition, distribution or other exploitation of the Film, and all versions thereof or any part thereof, including, without limitation, the Literary Property, exposed film, developed film, positives, negatives, prints, answer prints, special effects, pre-print materials (including interpositives, negatives, duplicate negatives, internegatives, color reversals, intermediates, lavenders, fine grain master prints and matrices and all other forms of pre-print elements which may be necessary or useful to produce prints or other copies or additional pre-print elements, whether now known or hereafter devised), soundtracks, recordings, audio and video tapes and discs of all types and gauges, cutouts, trims and any and all other physical properties of every kind and nature relating to the Film in whatever state of completion, and all duplicates, drafts, versions, variations and copies of each thereof (collectively, the “"Physical Properties”);"): (iii) all collateral, allied, ancillary, subsidiary, publishing and merchandising rights of every kind and nature, without limitation, derived from, appurtenant to or related to the Film or the Literary Property, including, without limitation, all production, exploitation, reissue, remake, sequel, serial or series production rights by use of film, tape or any other recording devices now known or hereafter devised, whether based upon, derived from or inspired by the Film, the Literary Property or any part thereof; all rights to use, exploit and license others to use or exploit any and all novelization, publishing, commercial tieups and merchandising rights of every kind and nature, including, without limitation, all novelization, publishing, merchandising rights and commercial tieups arising out of or connected with or inspired by the Film or the Literary Property, the title or titles of the Film, the characters appearing in the Film or said Literary Property and/or the names or characteristics of said characters, and including further, without limitation, any and all commercial exploitation in connection with or related to the Film, all remakes or sequels thereof and/or the Literary Property; (iv) all rights of Grantor of every kind or nature, present and future, in and to all agreements relating to the development, production, completion, delivery and exploitation of the Film, including,, without limitation, all agreements for personal services, including the services of writers, directors, cast, producers, special effects personnel, animators, cameramen and other creative, artistic and technical staff and agreements for the use of studio space, equipment, facilities, locations, animation services, special effects services and laboratory contracts; (v) all contract rights and general intangibles which grant to any Person any right to acquire, produce, develop, reacquire, finance, release, sell, distribute, subdistribute, lease, sublease, market, license, sublicense, exhibit, broadcast, transmit, reproduce, publicize, or otherwise exploit the Film or any rights in the Film including, without limitation, all such rights pursuant to agreements between Grantor and any Subsidiary which relate to the ownership, production or financing of the Film; (vi) all Accounts; (vii) all Chattel Paper; (viii) all Documents; (ix) all General Intangibles (including all Products, Contracts, Intellectual Property, and payment intangibles); (x) all Goods (including Inventory, Equipment and Fixtures); (xi) all Instruments; (xii) all Deposit Accounts and all other bank accounts and all deposits therein; (xiii) all money, cash or cash equivalents of Grantor; (xiv) all Supporting Obligations and Letter-of-Credit Rights of Grantor; and (xv) to the extent not otherwise included, all Proceeds, tort claims insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing. (b) In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Secured Party as aforesaid, Grantor hereby grants to Secured Party a right of set-off against the property of Grantor held by Secured Party, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to Secured Party, for any purpose, including safekeeping, collection or pledge, for the account of Grantor, or as to which Grantor may have any right or power. (c) In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Secured Party as aforesaid, NL hereby grants to Secured Party a Lien upon all of NL’s 's right, title and interest of whatsoever kind or nature in, to, under or relating to the Film, including without limitation all Literary Property and Physical Properties, and the Collection Account (defined below). All such property and rights shall be included in the Collateral hereunder.

GRANT OF LIEN. (a) To secure the prompt and complete payment, performance and observance of As security for all of the Obligations, Grantor the Borrower hereby grantsgrants to the Lender a continuing security interest in, assignsLien on, conveysand right of set-off against, mortgages, pledges, hypothecates and transfers to Secured Party a Lien upon all of Grantorthe Borrower’s assets, including without limitation, all of the Borrower’s right, title and interest in, in and to and under all the following personal property and other assetsproperty, whether now owned by or owing to, or hereafter acquired by or arising in favor of Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to, Grantor, and regardless of where located and whether or not in possession of the Borrower (all of which being hereinafter collectively referred to herein as the “Collateral”): all equipment, personal property (including things in action), copyrights, trademarks, patents, intellectual property, documents, goods, inventory, investment property, letter of credit rights, supporting obligations, accounts receivable, deposit accounts (including the Collection Account and the Production Bank Accounts), contract rights and general intangibles, chattel paper, negotiable instruments and other negotiable collateral and all other personal property of the Borrower wherever located, whether now existing or hereafter from time to time acquired or created (and, to the extent not yet in existence or acquired, hereby assigned and conveyed by way of present assignment of future interests) and all products and proceeds thereof, including, but not limited to: (ia) all The Film and the Literary Property; (b) The Physical Properties; (c) The Pre-Print Materials; (d) All rights of every kind and or nature (including, without limitation, copyrights) in and to the screenplay of the Film (copyright registration number PAu-3-358-000)any and all music and musical compositions created for, and any other literary, musical, dramatic used in or other literary material of any kind or nature upon which, to be used in whole or in part, the Film is or may be based, or from which it is or may be adapted or inspired or which may be or has been used or included in connection with the Film including, without limitation, all scripts, scenarios, screenplays, bibles, stories, treatments, novels, outlines, books, titles, concepts, characters, manuscripts or other properties or materials of any kind or nature in whatever state of completion copyrights therein and all draftsrights to perform, versions copy, record, re-record, produce, publish, reproduce or synchronize any or all of said music and variations thereof (collectivelymusical compositions as well as all other rights to exploit such music including record, the “Literary Property”); without limiting the generality of the foregoingsoundtrack recording, Grantor shall immediately execute, deliver and cause to be filed and recorded with the United States Copyright Office a Notice of Security Interest and Collateral Assignment of Copyrights in the form of Exhibit 2(a)(i) attached hereto with respect to each and every copyright included in the Collateralmusic publishing rights; (iie) all rights of every kind and nature in and to all physical properties of every kind or nature of or relating to the Film and all versions thereof, including, without limitation, all physical properties relating to the development, production, completion, delivery, exhibition, distribution or other exploitation of the Film, and all versions thereof or any part thereof, including, without limitation, the Literary Property, exposed film, developed film, positives, negatives, prints, answer prints, special effects, pre-print materials (including interpositives, negatives, duplicate negatives, internegatives, color reversals, intermediates, lavenders, fine grain master prints and matrices and all other forms of pre-print elements which may be necessary or useful to produce prints or other copies or additional pre-print elements, whether now known or hereafter devised), soundtracks, recordings, audio and video tapes and discs of all types and gauges, cutouts, trims and any and all other physical properties of every kind and nature relating to the Film in whatever state of completion, and all duplicates, drafts, versions, variations and copies of each thereof (collectively, the “Physical Properties”); (iii) all All collateral, allied, ancillary, subsidiary, publishing and merchandising rights and all properties and things of value, whether now in existence or hereafter made, acquired or produced of every kind and nature, without limitation, pertaining to or derived from, appurtenant to to, or related to the Film or the Literary Property, including, without limitation, all production, exploitation, reissue, remake, sequel, serial or series production rights by use of film, tape or any other recording devices now known or hereafter devised, whether based upon, derived from or inspired by the Film, the Literary Property or any part thereof; all rights to use, exploit and license others to use or exploit any and all novelization, publishing, commercial tieups tie-ups and merchandising rights of every kind and nature, including, without limitation, all novelization, publishing, merchandising rights and commercial tieups tie-ups arising out of or connected with or inspired by the Film or the Literary Property, the title or titles of the Film, the characters appearing in the Film or said Literary Property and/or the names or characteristics of said characters, and including further, without limitation, any and all commercial exploitation in connection with or related to the Film, all remakes or sequels thereof and/or the said Literary Property; (ivf) To the extent necessary or desirable to complete the Film, all rights of Grantor of every kind or nature, present and future, in and to all agreements relating to the development, production, completion, delivery and exploitation of the Film, including, without limitation, all agreements for personal services, including the services of writers, directors, cast, producers, special effects personnel, personnel, animators, cameramen and other creative, artistic and technical staff and agreements for the use of studio space, equipmentEquipment, facilities, locations, animation services, special effects services and laboratory contracts; (vg) All insurance and insurance policies heretofore or hereafter placed upon the Film or the insurable properties thereof and/or any Person engaged in the development, production, completion, delivery or exploitation of the Film and the proceeds thereof; (h) All copyrights, rights in copyrights, interests in copyrights and renewals and extensions of copyrights, domestic and foreign, heretofore or hereafter obtained upon the Film or the Literary Property or any part thereof, and the right (but not the obligation) to make publication thereof for copyright purposes, to register a claim under copyright, and the right (but not the obligation) to renew and extend such copyrights, and the right (but not the obligation) to xxx in the name of the Borrower or in the name of the Lender for past, present and future infringements of copyright; (i) All rights, including rights in, to and under the Distribution Agreements and/or the Licensing Intermediary Agreements, to produce, acquire, release, sell, distribute, subdistribute, lease, sublease, market, license, sublicense, exhibit, broadcast, transmit, reproduce, publicize or otherwise exploit the Film, the Literary Property and any and all rights therein (including, without limitation, the rights referred to in Subsection 7.1(d) above) in perpetuity, without limitation, in any manner and in any media whatsoever throughout the universe, including, without limitation, by projection, radio, all forms of television (including, without limitation, free, pay, toll, cable, sustaining subscription, sponsored and direct satellite broadcast), in theaters, non-theatrically, on cassettes, cartridges and discs and by any and all other scientific, mechanical or electronic means, methods, processes or devices now known or hereafter conceived, devised or created; (j) All rights of the Borrower of any kind or nature, direct or indirect, to acquire, produce, develop, reacquire, finance, release, sell, distribute, subdistribute, lease, sublease, market, license, sublicense, exhibit, broadcast, transmit, reproduce, publicize, or otherwise exploit the Film, or any rights in the Film, including, without limitation, pursuant to agreements between the Borrower and any Affiliate of the Borrower which relate to the ownership, production or financing of the Film; (k) All contract rights and general intangibles which may arise in connection with the creation, production, completion, delivery, financing, ownership, possession or exploitation of the Film or which grant to any Person any right to acquire, produce, develop, reacquire, finance, release, sell, distribute, subdistribute, lease, sublease, market, license, sublicense, exhibit, broadcast, transmit, reproduce, publicize, or otherwise exploit the Film or any rights in the Film and all collateral, allied, ancillary, subsidiary and merchandising rights therein, and all properties and things of value pertaining thereto and all products and proceeds thereof whether now in existence or hereafter made, acquired or produced and the rights and property set forth herein, including, without limitation, all such rights pursuant to the Distribution Agreements, the Licensing Intermediary Agreements or other agreements between Grantor the Borrower and any Subsidiary Affiliate of the Borrower which relate to the ownership, production or financing of the Film; (vil) all Accounts; (vii) all Chattel Paper; (viii) all Documents; (ix) all General Intangibles All rent, revenues, income, compensation, products, increases, proceeds (including the proceeds of letters of credit) and profits or other property obtained or to be obtained from the production, release, sale, distribution, subdistribution, lease, sublease, marketing, licensing, sublicensing, exhibition, broadcast, transmission, reproduction, publication, ownership, exploitation or other uses or disposition of the Film and the Literary Property (or any rights therein or part thereof), in any and all Productsmedia, Contractswithout limitation, Intellectual Propertythe properties thereof and of any collateral, allied, ancillary, merchandising and subsidiary rights therein and thereto, and payment intangibles); (x) all Goods (including Inventoryamounts recovered as damages by reason of unfair competition, Equipment and Fixtures); (xi) all Instruments; (xii) all Deposit Accounts and all other bank accounts and all deposits therein; (xiii) all moneythe infringement of copyright, cash breach of any contract or cash equivalents infringement of Grantor; (xiv) all Supporting Obligations and Letter-of-Credit Rights of Grantor; and (xv) to the extent not otherwise includedany rights, or derived therefrom in any manner whatsoever, including, without limitation, all Proceeds, tort claims insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing. (b) In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Secured Party as aforesaid, Grantor hereby grants to Secured Party a right of set-off against the property of Grantor held by Secured Party, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to Secured Party, for any purpose, including safekeeping, collection or pledge, for the account of Grantor, or as to which Grantor may have any right or power. (c) In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Secured Party as aforesaid, NL hereby grants to Secured Party a Lien upon all of NLBorrower’s right, title and interest in and to all sums paid or payable to the Borrower now due or which hereinafter may become due to the Borrower by any state, federal, provincial, or other governmental body or authority directly or indirectly as a tax credit, tax refund, tax subsidy, production credit or similar government benefit, or by any tax shelter, or pursuant to any sale and leaseback transaction, any co-production structure, or any similar transaction, and any and all allied, ancillary and subsidiary rights therein; (m) Any and all documents, receipts or books and records, including, without limitation, documents or receipts of whatsoever any kind or nature issued by any pledgeholder, warehouseman or bailee with respect to the Film and any element thereof; (n) All accounts, accounts receivable, all contract rights, letter of credit rights and all general intangibles (as such terms are defined in the UCC) in connection with or relating to the Film or the Literary Property, including, without limitation, all accounts receivable, all contract rights and general intangibles constituting rights to receive the payment of money, or other valuable consideration, all receivables and all other rights to receive the payment of money, including, without limitation, under present or future contracts or agreements (whether or not earned by performance), from the sale, distribution, exhibition, disposition, leasing, subleasing, licensing, sublicensing and other exploitation of the Film or the Literary Property or any part thereof or any rights therein or related thereto in any medium, whether now known or hereafter developed, by any means, method, process or device in any market; (o) All of the Borrower’s right, title and interest in, toto and under the Distribution Agreements, the Sales Agency Agreement, the Licensing Intermediary Agreements, the agreements between the Borrower and any Affiliate(s) of the Borrower which relate to the Film and all other agreements relating to the Film under which the Borrower has any rights, including without limitation, the Borrower’s rights to receive payments thereunder, and all other rights to receive film rentals, license fees, distribution fees, producer’s shares, royalties and other amounts of every description including, without limitation, from: (i) theatrical exhibitors, non-theatrical exhibitors, television networks and stations and airlines, cable television systems, pay television operators, whether on a subscription, per program charge basis or otherwise, and other exhibitors; (ii) distributors, subdistributors, lessees, sublessees, licensees and sublicensees (including any subsidiary of the Borrower); and (iii) any other Person that distributes, exhibits or exploits the Film or the Literary Property or elements or components of the Film or the Literary Property or rights relating thereto; (p) All Equipment and all rents, proceeds and products of the Equipment, including, without limitation, the rights to insurance covering the Equipment; (q) All title or titles of the Film and all of the Borrower’s rights to the exclusive use thereof including rights protected pursuant to trademark, service xxxx, unfair competition and/or other laws, rules or principles of law or equity; (r) All of the following personal property, whether now owned or hereafter acquired: (i) the title or titles of the Film and all of the Borrower’s rights to the exclusive use thereof including rights protected pursuant to trademark, service xxxx, unfair competition and/or other laws, rules or principles of law or equity or industry practice, and (ii) all inventions, processes, formulae, licenses, patents, patent rights, trademarks, trademark rights, service marks, service xxxx rights, trade names, trade name rights, logos, indicia, corporate and company names, business source or business identifiers and renewals and extensions thereof, domestic and foreign, whether now owned or hereafter acquired, and the accompanying good will and other like business property rights relating to the Film, and the right (but not the obligation) to register claims under trademark or patent and to renew and extend such trademarks or patents and the right (but not the obligation) to xxx in the name of the Borrower or in the name of the Lender for past, present or future infringement of trademark or patent; (s) All cash and cash equivalents of the Borrower and all drafts, checks, certificates of deposit, notes, bills of exchange and other writings or negotiable instruments which evidence a right to the payment of money and are not themselves security agreements or leases and are of a type which is in the ordinary course of business transferred by delivery with any necessary endorsement or necessary assignment whether now owned or hereafter acquired; (t) All of the Borrower’s rights to any film production tax credits (including the Louisiana Tax Credits), grants, or other similar benefits relating to the Film; (u) The Collection Account, the Production Bank Accounts and all other deposit accounts relating to the Film, including without limitation all Literary Property and Physical Propertiesfunds in or to be credited to any such account; (v) Any other property of any kind of the Borrower in the possession or under the control of the Lender or a bailee of the Lender or any of its respective Affiliates; and (w) All accessions to, substitution for, and replacements, proceeds, and proceeds of proceeds of any of the Collection Account (defined below). All such property and rights shall be included in foregoing, including, without limitation, proceeds of any insurance policies, claims against third Persons, with respect to the Collateral hereunderforegoing.