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

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Lender a continuing first priority security interest (subject to Permitted Liens, which in no case shall include or permit liens on Accounts or proceeds thereof) in and Lien upon, and pledges to Lender, all of its right, title and interest in and to the following (collectively and each individually, the "Collateral"); provided, however, that the Collateral shall not include any -------- ------- of the following to the extent the following relates to, and is utilized solely in connection with, the contractual arrangements between Borrower and Sepracor, Inc.: (i) all of such Borrower's tangible personal property now owned or hereafter acquired, other than Inventory and Equipment; (ii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, contract rights, Permits, General Intangibles, Chattel Paper, Documents, Instruments and Deposit Accounts, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; and (iii) any and all additions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.9, such ----------- grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) such consent has not been obtained; provided, -------- however, that the foregoing grant of a security interest shall extend to, and ------- the term "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a right to the payment of money or a proceed of, or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other applicable party with respect to any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and from the term "Collateral."

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Lender a continuing first priority security interest (subject to Permitted Liens, which in no case shall include or permit liens on Accounts or proceeds thereof) in and Lien upon, and pledges to Lender, all of its right, title and interest in and to the following (collectively and each individually, the "Collateral" COLLATERAL"); provided, however, that the Collateral shall not include any -------- ------- of the following which security interest is intended to the extent the following relates to, and is utilized solely in connection with, the contractual arrangements between Borrower and Sepracor, Inc.be a first priority security interest: (i) all of such Borrower's tangible personal property property, including without limitation all present and future Inventory and Designated Equipment, items of equipment which are or become Fixtures, now owned or hereafter acquired, other than Inventory and Equipment; (ii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, contract rights, Permits, General Intangibles, Chattel Paper, Documents, Instruments and Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; and (iii) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.9, such ----------- grant of a security interest shall not extend to, and the term "Collateral" shall not include, (i) any Equipment Lender Collateral, (ii) Real Property , and (iii) any General Intangibles of Borrower to the extent that (i1) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii2) such consent has not been obtained; provided, -------- however, that the foregoing grant of a security interest shall extend to, and ------- the term "Collateral" shall include, each of the following: (ax) any General Intangible which is in the nature of an Account or a right to the payment of money or a proceed of, or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (by) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (cz) upon obtaining the consent of any such licensor or other applicable party with respect to any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and from the term "Collateral."

Grant of Security Interest; Collateral. (a) To secure the payment and performance in full of the Obligations, each New Borrower hereby grants to Lender a continuing first priority security interest (subject to Permitted Liens, which in no case shall include or permit liens on Accounts or proceeds thereof) in and Lien upon, and pledges to Lender, all of its right, title and interest in and to the following (collectively and each individually, the "Collateral"); provided, however, that the Collateral shall not include any -------- ------- all of the following Collateral, which security interest is intended to the extent the following relates to, and is utilized solely in connection with, the contractual arrangements between Borrower and Sepracor, Inc.: (i) all of such Borrower's tangible personal property now owned or hereafter acquired, other than Inventory and Equipment; (ii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, contract rights, Permits, General Intangibles, Chattel Paper, Documents, Instruments and Deposit Accounts, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; and (iii) any and all additions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoingbe a first priority security interest. (b) Notwithstanding the foregoing provisions of this Section 2.94, such ----------- grant of a security interest shall not extend to, and the term "“Collateral" ” shall not include, any General Intangibles of Borrower New Borrower, to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement government document applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) such consent has not been obtained; provided, -------- however, that the foregoing grant of a security interest shall extend to, and ------- the term "“Collateral" ” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a right to the payment of money or a proceed of, or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is are not so restrictedthemselves General Intangibles subject to this Section 4.1(b), and (c) upon obtaining the consent of any such licensor or other applicable party with respect to any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and from the term "“Collateral."”

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Lender a continuing first priority security interest (subject to Permitted Liens, which in no case shall include or permit liens on Accounts or proceeds thereof) in and Lien upon, and pledges to Lender, all of its right, title and interest in and to the following (collectively and each individually, the "“Collateral"”); provided, however, that the Collateral shall not include any -------- ------- of the following which security interest is intended to the extent the following relates to, and is utilized solely in connection with, the contractual arrangements between Borrower and Sepracor, Inc.be a first priority security interest: (i) all of such Borrower's tangible personal property now owned or hereafter acquired, other than Inventory and Equipment; (ii) all of such Borrower's intangible personal property, including without limitation all ’s present and future Accounts, securities, contract rights, Permits, General Intangibles, Chattel Paper, Documents, Instruments and Deposit Accounts, rights to other than Accounts described in Sections (b) through (u) of the payment definition of money or other forms of consideration of any kind, tax refunds, insurance proceedsEligible Receivables in Appendix A, now owned or hereafter acquired, and all intangible Instruments and tangible personal property Chattel Paper relating to or arising out of any of the foregoing; (ii) all Lockbox Accounts; (iii) all Books and Records, whether now owned or hereafter acquired; and (iiiiv) any and all additions to any of the foregoing, and any and all replacements, products replacements and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.9, such ----------- grant of a security interest shall not extend to, and the term "“Collateral" ” shall not include, any General Intangibles asset, interest or property of Borrower to the extent that (i) such General Intangibles are asset, interest or property is not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) such consent has not been obtained; provided, -------- however, that the foregoing grant of a security interest shall extend to, and ------- the term "“Collateral" ” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a right to the payment of money or a proceed of, or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b1) any and all proceeds of any General Intangible such asset, interest or property included in subclauses (i) through (iv) of clause (a) that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c2) upon obtaining the consent of any such licensor or other applicable party with respect to any such otherwise excluded General Intangibleasset, interest or property included in subclauses (i) through (iv) of clause (a), such General Intangible asset, interest or property, as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and from the term "“Collateral."” (c) Upon the execution and delivery of this Agreement, and upon the proper filing of the necessary financing statements without any further action, Lender will have a good, valid and perfected first priority Lien and security interest in the Collateral (other than with respect to property or assets covered by Permitted Liens), subject to no transfer or other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (i) on behalf of Lender, and/or (ii) in connection with Permitted Liens.