Grant of Security Interest, Etc. As security for the full and punctual payment and performance of the Obligations when due, Pledgor hereby grants and pledges a continuing first priority lien on and security interest in, and, as a part of such grant and pledge, hereby transfers and assigns to Pledgee as security, all of the following (the "Collateral") whether now owned or hereafter acquired: (i) the Equity Interests; (ii) any other equity interest(s) now owned or hereafter acquired by Pledgor in the Pledged Entity; (iii) all of Pledgor's right, title and interest in the undated stock powers relating to the Pledged Stock duly executed in blank and (subject to the provisions of Section 5 hereof) all income and profits thereof, all distributions thereon, and all rights and privileges pertaining thereto; (iv) all of Pledgor's right, title and interest in the Pledged Entity, including without limitation: (a) all of Pledgor's interest in the capital of the Pledged Entity, and Pledgor's interest in all profits and distributions to which Pledgor shall at any time be entitled in respect of the Equity Interests; (b) all other payments, if any, due or to become due to Pledgor in respect of the Equity Interests, under or arising out of any Governing Document, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (c) all of Pledgor's claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under or arising out of any Governing Document or the ownership of any Equity Interests pursuant thereto; (d) all present and future claims, if any, of Pledgor against the Pledged Entity, under or arising out of the applicable Governing Document for monies loaned or advanced, for services rendered or otherwise; and (e) to the extent permitted by applicable law, all of Pledgor's rights, if any, under any Governing Document or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of Pledgor relating to the Equity Interests, including any power to terminate, cancel or modify any Governing Documents, to execute any instruments and to take any and all other action on behalf of and in the name of Pledgor in respect of the Equity Interests and the Pledged Entity, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, ...
Grant of Security Interest, Etc. The Grantor does hereby assign and transfer unto the Collateral Agent (including its successors and assigns) for the benefit of the Secured Parties, and does hereby pledge and grant to the Collateral Agent (including its successors and assigns) for the benefit of the Secured Parties, in each case as security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Borrower Guaranty, a continuing security interest (the "Security Interest") in any and all of the right, title and interest of the Grantor in, to and under the Account and the Account Proceeds, or in which or to which the Grantor has any rights. The Grantor hereby irrevocably orders, directs and instructs the Account Custodian, and the Account Custodian hereby agrees, to comply, strictly and promptly, with any and all instructions, orders, directions and notifications communicated from time to time to the Account Custodian and originated by the Collateral Agent, directing the transfer or redemption of, or the exercise of any rights with respect to, any or all of the Collateral, or otherwise relating to any of the Collateral, without further consent by the Grantor or any other Person, and not to comply with any instructions, orders, directions or notifications originated by any Person other than the Collateral Agent or a court of competent jurisdiction.
Grant of Security Interest, Etc. The Company hereby grants to the Secured Party a continuing security interest in and lien on the properties, assets, and rights of the Company set forth on Exhibit A attached hereto and incorporated herein by this reference, wherever located and whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all such properties, assets, rights, proceeds and products hereinafter sometimes called, collectively, the "Collateral").
Grant of Security Interest, Etc. As security for the full and punctual payment and performance of the Obligations when due (whether upon stated maturity, by acceleration, early termination or otherwise), Pledgor hereby pledges, assigns, hypothecates, transfers and delivers to Pledgee and hereby grants to Pledgee a continuing first priority lien on and security interest in, to and under all of the following (the "Collateral") whether now owned or hereafter acquired and whether now existing or hereafter arising: all of the right, title and interest of Pledgor in and to (i) the Interest Rate Agreement and the Transactions; (ii) all payments due or to become due to Pledgor in respect of the Interest Rate Agreement or the Transactions or arising out of the Interest Rate Agreement or the Transactions, whether as contractual obligations, damages or otherwise; and (iii) all of Pledgor's claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the Interest Rate Agreement or the Transactions, in each case including all accessions and additions to, substitutions for and replacements, products and proceeds of any of the foregoing.
Grant of Security Interest, Etc. To secure the prompt payment and performance of all Obligations, each New Guarantor hereby grants to Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien upon the personal and fixture property, assets and rights (including, without limitation, the Collateral, and all of the assets, property and rights described in Section 7.1 of the Loan Agreement or in any other Loan Document) of such New Guarantor of every kind and nature, whether now owned or hereafter acquired or arising, and wherever located to the extent provided by and in accordance with Section 7.1 of the Loan Agreement.
Grant of Security Interest, Etc. (a) In order to secure the due and punctual payment and performance of all Obligations, in the manner and according to the priority hereinafter provided, each of AAI and AEPI hereby confirms its prior grant to Lender, as a secured party, of a continuing security interest in and lien on all of AAI's and AEPI's properties, assets and rights of every kind and nature constituting tangible or intangible personal property, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof, accessions thereto and substitutions therefor (all of the same being hereinafter called the "Personal Property Collateral") including, without limiting the generality of the foregoing, the following properties, assets and rights now or hereafter owned by AAI and/or AEPI:
(i) all equipment, furniture, fixtures, machinery, inventory, raw materials, work in progress, books and records and goods;
(ii) all accounts and all rights to the proceeds thereof as Collateral for all Obligations, except that Lender's security interest in accounts as collateral for the Bond Letter of Credit Obligations (but not its security interest therein as collateral for the other Obligations) shall be terminated upon Lender's indefeasible receipt, following its declaration of acceleration of all Loans and other Obligations due hereunder, of proceeds of such accounts in an aggregate amount in cash of $1,500,000;
(iii) all rights to the payment of money including tax refund claims, insurance proceeds and tort claims and all rights to proceeds of any pension plan termination;
(iv) all chattel paper, documents, instruments and securities;
(v) all general intangibles, leasehold interests, patents, trademarks, trade names, service marks, copyrights and the like, and the good will of the business connected with the use of and symbolized by such patents, trademarks, trade names, service marks, copyrights and the like together with all assets which uniquely reflect the good will of the business of the Borrower, including but not limited to, the Borrower's customer lists, trade secrets, corporate and other business records, license rights, franchise agreements, advertising materials, operating manuals, methods, processes, know-how, technology, sales literature, drawings, specifications, descriptions, inventions, name plates, catalogs, dealer contracts, supplier contracts, client contracts, distribution agreements, confidential information, consulting agreements, engineerin...
Grant of Security Interest, Etc. (a) Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent, for the benefit of the Secured Parties a lien on and a security interest in (the “Security Interest”), all of such Grantor’s right, title and interest in, to and under all of the following property, whether now owned or existing or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:
(i) all Accounts;
(ii) all cash;
(iii) all Chattel Paper;
(iv) all Documents;
(v) all equipment and Fixtures;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Intellectual Property;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letters of Credit (as defined in the UCC) and Letter-of-Credit Rights;
(xii) all Supporting Obligations;
(xiii) all Collateral Accounts;
(xiv) all minerals, oil, gas and As-Extracted Collateral;
(xv) books and records pertaining to the Collateral; and
(xvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing; provided that notwithstanding anything to the contrary in this Security Agreement, this Security Agreement shall not constitute a grant of a security interest (A) in motor vehicles the perfection of a security interest in which is excluded from the UCC in the relevant jurisdiction, (B) in any Equity Interests pledged (or specifically excluded from the pledge, including, without limitation, publicly-traded Equity Interests in Unrestricted Subsidiaries) pursuant to the Pledge Agreement, (C) in any asset with respect to which the Administrative Agent has confirmed in writing to the Company its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest therein is excessive in view of the benefits to be obtained by the Secured Parties, (D) in any “intent-to-use” Trademark application prior to the filing of and acceptance by the United States Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which...
Grant of Security Interest, Etc. The Borrower hereby grants to the Bank a continuing first priority security interest in and lien on all accounts, contract rights, rights to the payment of money, insurance refund claims and all other insurance claims and proceeds, tort claims, all inventory (including, without limitation, raw materials, work in progress, and finished goods inventory), chattel paper, documents, instruments, general intangibles, tax refund claims, license fees, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, rights to xxx and recover for past infringements of patents trademarks and copyrights, computer programs, computer software, customer lists, goodwill, engineering drawings, service marks, all licenses, permits and agreements of any kind or nature pursuant to which the Borrower possesses, uses, or has authority to possess or use property (whether tangible or intangible) of others or others possess, use or have authority to possess or use property (whether tangible or intangible) of the Borrower, all recorded data of every kind or nature, including without limitation software, writings, plans, specifications and schematics, of every kind and nature, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (hereinafter, the "Collateral").
Grant of Security Interest, Etc. Pledgors hereby pledge, assign, hypothecate, transfer and deliver to Pledgee and hereby grant Pledgee a first lien on and security interest in all of its right, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (the "Collateral"): all of Pledgors' ---------- right, title and interest in, and to (i) the Warburg Note and (ii) the Robinson Note, including, xxxx xespect to each such Note, all income and profits therefrom, all distributions thereon, and all rights and privileges pertaining thereto, and all proceeds thereof, as security for the full and punctual payment and performance of the Obligations when due (whether upon stated maturity, by acceleration or otherwise).
Grant of Security Interest, Etc. As security for the payment and performance all of the Obligations (including the Fifth Amendment Obligations), each Credit Party hereby pledges, transfers and assigns to the Administrative Agent and the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien and security interest and a right of setoff against the Account and all amounts contained therein or credited thereto, including the Fifth Amendment Date Cash Collateral Amount, and all products, proceeds and profits in or from such Account or the amounts therein or credited thereto and each Borrower and each Guarantor agrees that the Account shall be in the name of and under the sole and exclusive dominion and control of the Administrative Agent or the Collateral Agent until released in accordance with the terms of the Amendment and this Agreement.
