Common use of Grant of Liens in the Collateral Clause in Contracts

Grant of Liens in the Collateral. To secure the payment and performance of the Obligations, including all renewals, extensions, restructurings and refinancings of any or all of the Obligations, Borrowers hereby grant to Collateral Agent, for the benefit of Collateral Agent and Lenders, a continuing first priority security interest in, lien and mortgage in and to, right of setoff against and collateral assignment of all of Borrowers' personal property and all rights to such personal property, and Mortgaged Property, in each case, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral") including all: (1) Accounts; (2) Chattel Paper; (3) Commercial Tort Claims, including those specified on Schedule 2.7(A); (4) Deposit Accounts and cash and other monies and property of Borrower in the possession or under the control of Collateral Agent, any Lender or any participant of any Lender in the Loans; (5) Documents; (6) Equipment; (7) Fixtures; (8) General Intangibles (including Intellectual Property, tax refunds and rights to tax refunds); (9) Goods; (10) Instruments; (11) Inventory; (12) Investment Property; (13) Letter-of-Credit Rights and Supporting Obligations; (14) other personal property whether or not subject to the UCC; and (15) all other rights to payment for money or funds advanced or sold whether or not arising out of the use of a credit or charge card together with all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to or for use with any of the property described above or are otherwise necessary or helpful in the collection thereof or realization thereon; and Proceeds and products of and rents, issues, and profits from all or any of the property described above;

Appears in 1 contract

Samples: Loan and Security Agreement (Sun Healthcare Group Inc)

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Grant of Liens in the Collateral. To secure the payment and performance of the Obligations, including all renewals, extensions, restructurings and refinancings of any or all of the Obligations, Borrowers Grantors hereby grant to Collateral Administrative Agent, for the benefit of Collateral Agent and the Lenders, a continuing first priority security interest in, lien and mortgage in and to, right of setoff against and collateral assignment of all of Borrowers' Grantors’ personal property and all rights to such personal and real property, and Mortgaged Property, in each case, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral") including ”), including, without limitation, all: (1) Accounts; (2) Chattel Paper; (3) Commercial Tort Claims, including those specified on Schedule 2.7(A2.1(A)(1); (4) Deposit Accounts and cash and other monies and property of Borrower Grantors in the possession or under the control of Collateral Agent, Administrative Agent and any Lender or any participant of any Lender in the LoansLender; (5) Documents; (6) Equipment; (7) Fixtures; (8) General Intangibles (including Intellectual Property, tax refunds and rights to tax refunds); (9) Goods; (10) Instruments; (11) Inventory; (12) Investment Property; (13) Letter-of-Credit Rights and Supporting Obligations; and (14) other personal property whether or not subject to the UCC; and (15) all other rights to payment for money or funds advanced or sold whether or not arising out of the use of a credit or charge card together with all books, recordsRecords, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software Software that at any time evidence or contain information relating to or for use with any of the property described above or are otherwise necessary or helpful in the collection thereof or realization thereon; and Proceeds and products of and rents, issues, and profits from all or any of the property described above;. Notwithstanding the foregoing, and except with respect to property for which the UCC limits the effectiveness of restrictions on assignment or transfer pursuant to Sections 9-407, 9-408, 9-409 or otherwise, Collateral shall not include any property of Grantors to the extent that the granting of a security interest in such property requires third party consent without breach or other material adverse consequences to Grantors, and to any such property Grantor hereby irrevocably appoints Administrative Agent as its agent and attorney-in-fact, coupled with an interest, to enforce Grantors’ rights in such property.

Appears in 1 contract

Samples: Security Agreement (Princeton Review Inc)

Grant of Liens in the Collateral. To secure the payment and performance of the Obligations, including all renewals, extensions, restructurings and refinancings of any or all of the Obligations, Borrowers hereby grant to Collateral Agent, for the benefit of Collateral Agent Agents and Lenders, a continuing first priority security interest in, lien and mortgage in and to, right of setoff against and collateral assignment of all of Borrowers' personal property and all rights to such personal property, and Mortgaged Property, in each case, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral") including all: (1) Accounts; (2) Chattel Paper; (3) Commercial Tort Claims, including those specified on Schedule 2.7(A); (4) Deposit Accounts and cash and other monies and property of Borrower in the possession or under the control of Collateral Agent, any Lender or any participant of any Lender in the Loans; (5) Documents; (6) Equipment; (7) Fixtures; (8) General Intangibles (including Intellectual Property, tax refunds and rights to tax refunds); (9) Goods; (10) Instruments; (11) Inventory; (12) Investment Property; (13) Letter-of-Credit Rights and Supporting Obligations; (14) other personal property whether or not subject to the UCC; and (15) all other rights to payment for money or funds advanced or sold whether or not arising out of the use of a credit or charge card together with all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to or for use with any of the property described above or are otherwise necessary or helpful in the collection thereof or realization thereon; and Proceeds and products of and rents, issues, and profits from all or any of the property described above;; provided, however, that the Collateral Agent's lien on the SunScript Stock shall be a second priority lien, subject only to the prior lien of the Term Collateral Agent.

Appears in 1 contract

Samples: Loan and Security Agreement (Sun Healthcare Group Inc)

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Grant of Liens in the Collateral. To secure the payment and performance of the Obligations, including all renewals, extensions, restructurings and refinancings of any or all of the Obligations, Borrowers hereby grant to Collateral Agent, for the benefit of Collateral Agent and Lenders, a continuing first priority (subject to Permitted Encumbrances and Liens permitted by subsection 7.3) security interest in, lien and mortgage in and to, right of setoff against and collateral assignment of all of Borrowers' personal property and all rights to such personal property, and Mortgaged Property, in each case, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral") including all: (1) Accounts; (2) Chattel Paper; (3) Commercial Tort Claims, including those specified on Schedule 2.7(A); (4) Deposit Accounts and cash and other monies and property of Borrower in the possession or under the control of Collateral Agent, any Lender or any participant of any Lender in the Loans; (5) Documents; (6) Equipment; (7) Fixtures; (8) General Intangibles (including Intellectual Property, tax refunds and rights to tax refunds); (9) Goods; (10) Instruments; (11) Inventory; (12) Investment Property; (13) Letter-of-Credit Rights and Supporting Obligations; (14) other personal property whether or not subject to the UCC; and (15) all other rights to payment for money or funds advanced or sold whether or not arising out of the use of a credit or charge card together with all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to or for use with any of the property described above or are otherwise necessary or helpful in the collection thereof or realization thereon; and Proceeds and products of and rents, issues, and profits from all or any of the property described above;

Appears in 1 contract

Samples: Loan and Security Agreement (Sun Healthcare Group Inc)

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