Grant of Security and Pledge. In order to secure the full and punctual payment of the Obligations, each of the Grantors hereby transfers, grants, bargains, sells, conveys, hypothecates, assigns, pledges and sets over to the Collateral Agent for its benefit and the ratable benefit of the DIP Lenders and the Agents (the DIP Lenders and the Agents, collectively, the "SECURED PARTIES") a continuing and perfected pledge and security interest in all of the Grantors' right, title and interest in and to the following (whether now owned or existing or hereafter acquired or arising and regardless of where located, the "COLLATERAL") which pledge and security interest shall have the priorities and be subject and subordinated to the Carve-Out as provided in the Orders and in the DIP Credit Agreement:
(a) all "accounts" (as defined in the UCC) now owned or hereafter acquired by any of the Grantors, including but not limited to, all accounts receivable, contract rights, book debts, notes, drafts and other obligations or indebtedness owing to the Grantors arising from the sale, lease or exchange of goods or other property by them and/or the performance of services by them (including, without limitation, any such obligation that might be characterized as an account, contract right or general intangible under the Uniform Commercial Code in effect in any jurisdiction except those evidenced by instruments or chattel paper) and all of the Grantors' rights in, to and under all purchase orders for goods, services or other property, and all of the Grantors' rights to any goods, services or other property represented by any of the foregoing (including returned or repossessed goods and unpaid sellers' rights of rescission, replevin, reclamation and rights to stoppage in transit) and all monies due to or to become due to the Grantors under all contracts for the sale, lease or exchange of goods or other property and/or the performance of services by them (whether or not yet earned by performance on the part of the Grantors), in each case whether now in existence or hereafter arising or acquired and wherever arising including, without limitation, the right to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing (collectively, the "ACCOUNTS");
(b) all "inventory" (as defined in the UCC) including, but not limited to, goods and merchandise, whether now owned or hereafter acquired by each of the Gran...
Grant of Security and Pledge. Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, assigns, pledges and sets over to Collateral Agent for its benefit and the ratable benefit of Noteholders, and hereby grants to Collateral Agent for its benefit and the ratable benefit of Noteholders a perfected pledge and security interest in, all of Grantor' right, title and interest in and to the following (the "COLLATERAL"):
Grant of Security and Pledge. Subject to entry of the ---------------------------- Final Order, each of the Grantors hereby transfers, grants, bargains, sells, conveys, hypothecates, assigns, pledges and sets over to the Agent for its benefit and the ratable benefit of the Lenders, and hereby grants to the Agent for its benefit and the ratable benefit of the Lenders a perfected pledge and security interest in, all of the Grantors' right, title and interest in and to the following (the "Collateral"), which pledge and security interest ---------- shall be (x) junior to valid and perfected Liens permitted pursuant to clauses (i) and (ii) of Section 6.1 of the Credit Agreement, provided that upon -------- repayment of all Indebtedness under the Existing Agreement, the Obligations of the Borrowers hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.3(v) of the Credit Agreement shall automatically be secured, pursuant to Section 364(c)(2) of the Bankruptcy Code, by a perfected first priority Lien (subject to valid and perfected Liens permitted pursuant to clauses (i) and (ii) of Section 6.1 of the Credit Agreement) on all property of the Borrowers that then secures the Existing Agreement, and (y) subject to the Carve-Out:
(a) all "accounts" as defined in the Uniform Commercial Code as in effect from time to time in the State of New York, or when the context implies, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction (the "UCC"), including, without limitation, all present --- and future accounts, accounts receivable and other rights of each of the Grantors to payment for goods sold or leased or for services rendered (except those evidenced by instruments or chattel paper), whether now existing or hereafter arising and wherever arising, and whether or not they have been earned by performance (collectively, the "Accounts"); --------
(c) (i) all "equipment" as defined in the UCC, and (ii) all machinery, all manufacturing, distribution, selling, data processing and office equipment, all furniture, furnishings, appliances, fixtures and trade fixtures, tools, tooling, molds, dies, vehicles, vessels, aircraft and all other goods of every type and description (other than Inventory), in each instance whether now owned or hereafter acquired by each of the Grantors and wherever located (collectively, the "Equipment"); ---------
Grant of Security and Pledge. As security for the Obligations (as hereinafter defined), Pledgor hereby delivers, assigns, pledges, sets over and grants to the Secured Party a first priority security interest in, all of its right, title and interest, whether now existing or hereafter arising or acquired, in and to any and all limited liability company membership interests of the Company, as more fully described on Exhibit A hereto, which is executed by an authorized person of the Pledgor (the “Collateral”).
Grant of Security and Pledge. In order to further secure the Pledgor's full and complete performance of all obligations under the Note, the Pledgor hereby pledges, collaterally assigns and grants to the Company a security interest (the "Security Interest") in all of Pledgor's right, title and interest in and to the Pledged Shares, and all rights and privileges pertaining thereto as well as all products, proceeds, profits, interest, dividends, increases and distributions received therefor, including distributions or payments in partial or complete liquidation or redemption as the result of a reclassification, readjustment or reorganization or change in the capital structure of any issuer thereof or any other profit at any time or from time to time receivable or otherwise distributed or delivered to Pledgor in connection therewith and all rights and privileges pertaining thereto, together with all proceeds and substitutions, including all securities, subscription rights, dividends (including, without limitation, cash dividends, stock dividends, dividends paid in stock, liquidated dividends, dividends paid in other property) or other property or benefits to which Pledgor is entitled to receive on account of any of the foregoing Pledged Shares, indirectly or directly.
Grant of Security and Pledge. In order to further secure Pledgor's full and complete performance of all obligations under the Note, Pledgor hereby pledges, collaterally assigns and grants to Secured Party a security interest (the "Security Interest") in all of Pledgor's right, title and interest in and to one thousand (1,000) shares of voting common stock of Xxxxxx Enterprises, Inc., a Nevada corporation, standing in Pledgor's name and represented by certificate number _________, together with any additional securities received with respect thereto (all collectively, the "Pledged Shares"), and all rights and privileges pertaining thereto as well as all products, proceeds, profits, interest, dividends, increases and distributions received therefor, including distributions or payments in partial or complete liquidation or redemption as the result of a reclassification, readjustment or reorganization or change in the capital structure of any issuer thereof or any other profit at any time or from time to time receivable or otherwise distributed or delivered to Pledgor in connection therewith and all rights and privileges pertaining thereto, together with all proceeds and substitutions, including all securities, subscription rights, dividends (including, without limitation, cash dividends, stock dividends, dividends paid in stock, liquidated dividends, dividends paid in other property) or other property or benefits to which Pledgor are entitled to receive on account of any of the foregoing Pledged Shares, indirectly or directly.
Grant of Security and Pledge. The Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, assigns, pledges and sets over to the Secured Party for its benefit and hereby grants to the Secured Party for its benefit, a perfected pledge and continuing security interest in all of the Grantor's right, title and interest in and to the following whether now owned or existing or hereafter acquired or arising and regardless of where located:
(a) all Pledged Collateral;
(b) any account payable balance owed or owing to the Grantor by ALPS Canada, Grantor's wholly-owned Canadian subsidiary, from time to time;
(c) all books, records, ledger cards and other property at any time evidencing or relating to any of the foregoing; and
(d) all proceeds and products of any of the foregoing, in any form, including, without limitation, any claims against third parties for loss or damage to or destruction of any or all of the foregoing and to the extent not otherwise included, all (i) payments under insurance (whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) cash (Clause 3(a) through (d) together, the "Collateral").
Grant of Security and Pledge. (a) The Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, assigns, pledges and sets over to the Pledge Agent for the ratable benefit of the Holders and
Grant of Security and Pledge. To induce the Lender to make the Borrowings, as security for the full, prompt and complete payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (including, without limitation, the obligation of the Borrower to reimburse the Buyer's expenses and pay to the Buyer the Termination Fee (as defined in the Merger Agreement) in accordance with Section 8.03 of the Merger Agreement; provided that, without otherwise limiting the grant of the security interest hereunder with respect to the other Obligations, only $2.0 million of the $5.0 million Termination Fee shall be an "Obligation" secured hereby in the event such Termination Fee is payable in connection with an In-Court Transaction (as defined in the Merger Agreement)), each Grantor hereby pledges to the Lender and grants to the Lender a security interest in all presently owned and hereafter acquired assets and properties of the Grantors to the maximum extent permitted by regulatory law (collectively, the "Collateral"), including without limitation, Accounts, Pledged Collateral, instruments (including, without limitation, promissory notes), chattel paper, documents, warehouse receipts, Inventory, Equipment, General Intangibles related to the Collateral, Intellectual Property, and all proceeds and products of any of the foregoing (including insurance proceeds), in any form, including, without limitation, any claims against third parties for loss or damage to or destruction of any or all of the foregoing; and Notwithstanding the foregoing or any other provision of this Agreement, in those states where a Grantor is subject to regulation as a public utility as set forth on Schedule 5 annexed hereto ("Excepted States") such that an approval or other regulatory filing is required with such state's public service commission or its equivalent in connection with the pledge and/or security interests contemplated under this Agreement, the pledge or grant of the security interest in Grantor's Collateral located in such Excepted States shall be conditioned on and not valid until the required regulatory approval is received or the required filing is made, as the case may be, in the particular Excepted State. For the purposes of this Agreement, the following terms have the following meaning:
Grant of Security and Pledge. Each of the Grantors hereby ----------------------------- transfers, grants, bargains, sells, conveys, hypothecates, assigns, pledges and sets over to the Agent for its benefit and the ratable benefit of the Banks and hereby grants to the Agent for its benefit and the ratable benefit of the Banks, a perfected pledge and security interest in all of the Grantors' right, title and interest in and to the following (the "Collateral") which pledge and ---------- security interest shall have the priorities set forth in Orders and shall be subject to the Carve-Out:
(4) all works of art now owned or hereafter acquired by each of the Grantors, including, without limitation, paintings, sketches, drawings, prints, sculptures, crafts, tapestries, porcelain, carvings, artifacts, renderings and designs;
(5) all rights, interests, choses in action, causes of action, claims and all other intangible property of each of the Grantors of every kind and nature (other than Accounts, Trademarks, Patents and Copyrights), in each instance whether now owned or hereafter acquired by such Grantor, including, without limitation, all general intangibles, but excluding causes of action under the Bankruptcy Code (it being understood and agreed, however, that the proceeds of any such causes of action shall be available to repay the Obligations); all corporate and other business records; all loans, royalties, and other obligations receivable; all inventions, designs, trade secrets, computer programs, software, printouts and other computer materials, goodwill, registrations, copyrights, licenses, franchises, customer lists, credit files, correspondence, and advertising materials (to the extent the same are assignable); all customer and supplier contracts, firm sale orders, rights under license and franchise agreements (including all license agreements with any other Person in connection with any of the Patents and Trademarks or such other Person's names or marks, whether such Grantor is a licensor or licensee under any such license agreement but only to the extent such license agreements are assignable), and other contracts and contract rights; all interests in partnerships and joint ventures; all tax refunds and tax refund claims; all right, title and interest under leases, subleases, licenses and concessions and other agreements to the extent assignable relating to real or personal property; all payments due or made to each of the Grantors in connection with any requisition, confiscation, ...
