Common use of Grant of Security Interest to Agent Clause in Contracts

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender to Borrowers hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor hereby assigns to Agent, for its benefit and for the benefit of Lender, and grants to Agent, for its benefit and for the benefit of Lender, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such Obligor, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such Obligor; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and Fixtures; (e) all Financial Assets and Investment Property; (f) all Deposit Accounts, bank accounts, deposits and cash (including, without limitation, any of the foregoing maintained with Agent, Lender or LaSalle Bank); (g) all Letter-of-Credit Rights;

Grant of Security Interest to Agent. As security for the payment of all Revolving Loans now or in the future made by Agent or Lender and Lenders to Borrowers Borrower hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Borrower hereby assigns to Agent, for its benefit and for the benefit of Lender, and grants to Agent, for its benefit and for the benefit of LenderAgent and Lenders, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such ObligorBorrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such Obligor); (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and FixturesFixtures and all Goods whose sale, lease or other disposition by Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, Borrower; (e) all Financial Assets and Investment Property; (f) all Deposit Accounts, bank accounts, deposits and cash (including, without limitation, any of the foregoing maintained with Agent, Lender or LaSalle Bank)cash; (g) all Letter-of-Credit Rights;; (h) Commercial Tort Claims listed on Exhibit C hereto, (i) any other property of Borrower now or hereafter in the possession, custody or control of Agent or any Lender or any agent or any parent, affiliate or subsidiary of Agent or any Lender or any participant with any Lender in the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise) and (j) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of Borrower’s books and records relating to any of the foregoing and to Borrower’s business; provided that this Agreement shall not create a security interest in or lien upon, and the term “Collateral” shall not include, (a) any General Intangible or other right arising under any contract, Instrument, Document, license or other document to the extent that the grant of a security interest would result in a breach of the terms of, or constitute a default under, such General Intangible, contract, Instrument, Document, license or other document (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407 or 9-408 or any successor provision of the Uniform Commercial Code of the relevant jurisdiction or any other applicable law), (b) tangible personal property subject to a Permitted Lien described in clause (iv) or (viii) of such definition to the extent the granting of a security interest in or lien thereon is prohibited by the terms of the indebtedness secured thereby and (c) cash collateral securing indebtedness, reimbursement obligations and other liabilities with respect to the Existing Letters of Credit. Notwithstanding anything in this Agreement or any Other Agreement to the contrary, (a) neither this Agreement nor any Other Agreement shall operate as a sale, transfer, conveyance or other assignment to Agent or any Lender of any applications by an Obligor for a trademark based on an intent to use the same if and so long as such application is pending and has not been the subject of a statement of use or amendment to allege use (such pending applications which are based on intent to use being hereinafter referred to collectively as “Intent-To-Use Applications”), but rather, if and so long as such Obligor’s Intent-To-Use Application is pending, this Agreement and any applicable Other Agreement shall operate only to create a security interest for collateral purposes in favor of Agent for the benefit of Lenders, on such Intent-To-Use Applications as collateral security for the Liabilities and (b) the lien and security interest of this Agreement or any Other Agreement on any Collateral sold or otherwise disposed of in accordance with the provisions of this Agreement shall be automatically released. Agent shall (and is hereby authorized by each Lender to), at Borrower’s expense, execute and deliver such instruments (including Uniform Commercial Code termination statements), and take such other actions, as Borrower may from time to time reasonably request to confirm or evidence such release made pursuant to the immediately preceding sentence.

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender and Lenders to Borrowers hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Credit Party hereby assigns to Agent, for its benefit and for the benefit of LenderAgent and Lenders, and grants to Agent, for its benefit and for the benefit of LenderAgent and Lenders, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such ObligorCredit Party, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: : (a) all Accounts (whether or not Eligible All Accounts) , and all Goods whose salemoney, lease contract rights, chattel paper, documents, deposit accounts, securities, investment property and instruments with respect thereto, and all of such Credit Party’s rights, remedies, security, Liens and supporting obligations, in, to and in respect of the foregoing, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, guaranties or other disposition by contracts of suretyship with respect to the Accounts, deposits or other security for the obligation of any Account Debtor, and credit and other insurance and further including the following: (i) To the extent not listed above, all money, securities, investment property, deposit accounts, instruments and other property and the proceeds thereof that are now or hereafter held or received by, in transit to, in possession of, or under the control of Agent or a bailee or Affiliate of Agent, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (ii) To the extent not listed above, all now owned or hereafter acquired deposit accounts into which Accounts or the proceeds of Accounts are deposited; (iii) All of such Obligor has given rise Credit Party’s right, title and interest in, to Accounts and have been returned in respect of all goods relating to, or which by sale have resulted in, Accounts, including, without limitation, all Goods described in invoices or other documents or instruments with respect to, or otherwise representing or evidencing, any Account, and all returned, reclaimed or repossessed Goods; and (iv) All general intangibles (including, but not limited to, payment intangibles) and other property of every kind and description with respect to, evidencing or stopped relating to Accounts, including, but not limited to, all existing and future customer lists, choses in transit byaction, such Obligor; claims, books, records, ledger cards, contracts, licenses, formulae, tax and other types of refunds, returned and unearned insurance premiums, rights and claims under insurance policies, and computer programs, information, software, records, and data, as the same relate to the Accounts; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrationsIntellectual Property, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangiblesPayment Intangibles, security interests, security deposits and deposits, rights to indemnification, information contained in computer media (such as data bases, source and object codes, and information therein); , permits, licenses, certifications, authorizations and approvals, and the rights of such Credit Party thereunder, issued by any governmental, regulatory, or private authority, agency, or entity whether now owned or hereafter acquired); (c) all Inventory (whether or not Eligible Inventory); ; (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and Fixtures; ; (e) all Financial Assets and Investment Property; ; (f) all Deposit Accounts, bank accounts, deposits and cash (including, without limitation, any of the foregoing maintained with Agent, Lender or LaSalle Bank); cash; (g) all Letter-of-Credit Rights; (h) Commercial Tort Claims listed on Schedule 11.07 of the Disclosure Statement from time to time; (i) any other property of such Credit Party now or hereafter in the possession, custody or control of Agent or any Lender or Agent or any parent, affiliate or subsidiary of Agent or any Lender or any participant with any Lender in the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and (j) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of such Credit Party’s books and records relating to any of the foregoing and to such Credit Party’s business. Notwithstanding anything to the contrary contained herein, the security interest created by this Agreement shall not extend to, and the term “Collateral” shall not include, any permit or license issued by a Governmental Authority to any Credit Party or any agreement to which any Credit Party is a party, in each case, only to the extent and for so long as the terms of such permit, license or agreement or any requirement of law applicable thereto, validly prohibit the creation by such Credit Party of a security interest in such permit, license or agreement in favor of the Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity). Nothing in this Article 5 shall be construed to limit, impair, or otherwise affect the Agent’s continuing security interests in and liens upon any rights or interests of any Credit Party in or to (y) monies due or to become due under any described permit, license or agreement of such Credit Party (including any Accounts), or (z) any proceeds, products, substitutions, or replacements of the sale, license, lease, or other disposition thereof (unless, in each case, such proceeds, products, substitutions, or replacements would otherwise be excluded hereunder).

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender and Lenders to Borrowers hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Borrower hereby pledges and collaterally assigns to Agent, for its benefit and for the benefit of LenderAgent and Lenders, and grants to Agent, for its benefit and for the benefit of LenderAgent and Lenders, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such ObligorBorrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such ObligorBorrower; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and Fixtures; (e) all Financial Assets and Investment Property; (f) all Deposit Accounts, bank accounts, deposits and cash (including, without limitation, any of the foregoing maintained with Agent, Lender or LaSalle Bank)cash; (g) all Letter-of-Credit Rights;

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender to the Borrowers hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Borrower hereby grants and assigns to Agent, for its benefit and Agent for the benefit of Lender, Agent and grants to Agent, for its benefit and for the benefit of Lender, Lender a continuing lien and security interest in all of such Obligor's assets including, without limitation, the following property of such Obligoreach Borrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such ObligorBorrower; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade namestradenames, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract contracts rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and Fixtures; (e) all Financial Assets and Investment Property; (f) all Deposit Accounts, bank accounts, deposits and cash cash; (g) all Letter of Credit Rights, (h) all Commercial Tort Claims, (i) all ownership interests in the issued and outstanding capital stock or other equity interests in each of its Subsidiaries, (j) any other property of such Borrower now or hereafter in the possession, custody or control of Agent or Lender or any agent or any parent, affiliate or subsidiary of Agent or Lender or any participant with Agent or Lender in the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise) and (k) all additions and accessions to, substitutions for, and replacements, products and all Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of such Borrower's books and records relating to any of the foregoing maintained with Agent, Lender or LaSalle Bank); (g) all Letter-of-Credit Rights;and to such Borrower's business.

Grant of Security Interest to Agent. As security for the payment of all Revolving Loans now or in the future made by Agent or Lender and Lenders to Borrowers Borrower hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Borrower hereby assigns to Agent, for its benefit and for the benefit of Lender, and grants to Agent, for its benefit and for the benefit of LenderAgent and Lenders, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such ObligorBorrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such Obligor); (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and FixturesFixtures and all Goods whose sale, lease or other disposition by Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, Borrower; (e) all Financial Assets and Investment Property; (f) all Deposit Accounts, bank accounts, deposits and cash (including, without limitation, any of the foregoing maintained with Agent, Lender or LaSalle Bank)cash; (g) all Letter-of-Credit Rights;; (h) Commercial Tort Claims listed on Exhibit C hereto, (i) any other property of Borrower now or hereafter in the possession, custody or control of Agent or any Lender or any agent or any parent, affiliate or subsidiary of Agent or any Lender or any participant with any Lender in the Revolving Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise) and (j) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of Borrower’s books and records relating to any of the foregoing and to Borrower’s business; provided that this Agreement shall not create a security interest in or lien upon, and the term “Collateral” shall not include, (a) any General Intangible or other right arising under any contract, Instrument, Document, license or other document to the extent that the grant of a security interest would result in a breach of the terms of, or constitute a default under, such General Intangible, contract, Instrument, Document, license or other document (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407 or 9-408 or any successor provision of the Uniform Commercial Code of the relevant jurisdiction or any other applicable law) and (b) tangible personal property subject to a Permitted Lien described in clause (iv) or (viii) of such definition to the extent the granting of a security interest in or lien thereon is prohibited by the terms of the indebtedness secured thereby. Notwithstanding anything in this Agreement or any Other Agreement to the contrary, (a) neither this Agreement nor any Other Agreement shall operate as a sale, transfer, conveyance or other assignment to Agent or any Lender of any applications by an Obligor for a trademark based on an intent to use the same if and so long as such application is pending and has not been the subject of a statement of use or amendment to allege use (such pending applications which are based on intent to use being hereinafter referred to collectively as “Intent-To-Use Applications”), but rather, if and so long as such Obligor’s Intent-To-Use Application is pending, this Agreement and any applicable Other Agreement shall operate only to create a security interest for collateral purposes in favor of Agent for the benefit of Lenders, on such Intent-To-Use Applications as collateral security for the Liabilities and (b) the lien and security interest of this Agreement or any Other Agreement on any Collateral sold or otherwise disposed of in accordance with the provisions of this Agreement shall be automatically released. Agent shall (and is hereby authorized by each Lender to), at Borrower’s expense, execute and deliver such instruments (including Uniform Commercial Code termination statements), and take such other actions, as Borrower may from time to time reasonably request to confirm or evidence such release made pursuant to the immediately preceding sentence.

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender and Lenders to Borrowers Borrower hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Borrower hereby assigns and grants to Agent, Agent for its benefit and for the ratable benefit of Lender, and grants to Agent, for its benefit and for the benefit of Lender, Lenders a continuing security interest in all of such Obligor's assets including, without limitation, the following personal property of such ObligorBorrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter locatedlocated including without limitation: (a) all Accounts (whether or not Eligible AccountsAccounts including, without limitation, Health-Care-Insurance Receivables) and all Goods whose sale, lease or other disposition by such Obligor Borrower has given rise to Accounts and have been returned to, to or repossessed or stopped in transit by, such Obligorby Borrower; (b) all Chattel Paper, InstrumentsInstruments (including without limitation, promissory notes), Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnificationPayment Intangibles); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), ) including, without limitation, Equipment, vehicles and Fixturesfixtures; (e) all Financial Assets deposits and Investment Propertycash and any other property of Borrower now or hereafter in the possession, custody or control of Agent, any Lender or any agent or any parent, affiliate or subsidiary of Agent or such Lender or any participant with Agent or such Lender in the Loans for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); (f) all Deposit Accounts, bank accounts, deposits and cash (including, without limitation, any of the foregoing maintained with Agent, Lender or LaSalle Bank)Investment Property; (g) all Letter-of-Credit RightsCustomer Lists; (h) all Real Property; (i) all Deposit Accounts; (j) all Supporting Obligations;

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender to Borrowers Term Loan hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Borrower hereby assigns to Agent, for its benefit and for the benefit of Lender, and grants to Agent, for its benefit and for the benefit of LenderAgent, Administrative Agent and Lenders, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such ObligorBorrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such Obligor; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and FixturesFixtures and all Goods whose sale, lease or other disposition by Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, Borrower; (e) all Financial Assets and Investment Property; (f) all Deposit Accounts, bank accounts, deposits and cash (including, without limitation, any of the foregoing maintained with Agent, Lender or LaSalle Bank)cash; (g) all Letter-of-Credit Rights;; (h) Commercial Tort Claims listed on Exhibit C hereto, (i) any other property of Borrower now or hereafter in the possession, custody or control of Agent or any Lender or any agent or any parent, affiliate or subsidiary of Agent or any Lender or any participant with any Lender in the Term Loan, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise) and (j) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of Borrower’s books and records relating to any of the foregoing and to Borrower’s business; provided that this Agreement shall not create a security interest in or lien upon, and the term “Collateral” shall not include, (a) any General Intangible or other right arising under any contract, Instrument, Document, license or other document to the extent that the grant of a security interest would result in a breach of the terms of, or constitute a default under, such General Intangible, contract, Instrument, Document, license or other document (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407 or 9-408 or any successor provision of the Uniform Commercial Code of the relevant jurisdiction or any other applicable law) and (b) tangible personal property subject to a Permitted Lien described in clause (iv) or (viii) of such definition to the extent the granting of a security interest in or lien thereon is prohibited by the terms of the indebtedness secured thereby. Notwithstanding anything in this Agreement or any Other Agreement to the contrary, (a) neither this Agreement nor any Other Agreement shall operate as a sale, transfer, conveyance or other assignment to Agent or any Lender of any applications by an Obligor for a trademark based on an intent to use the same if and so long as such application is pending and has not been the subject of a statement of use or amendment to allege use (such pending applications which are based on intent to use being hereinafter referred to collectively as “Intent-To-Use Applications”), but rather, if and so long as such Obligor’s Intent-To-Use Application is pending, this Agreement and any applicable Other Agreement shall operate only to create a security interest for collateral purposes in favor of Agent for the benefit of Lenders, on such Intent-To-Use Applications as collateral security for the Liabilities and (b) the lien and security interest of this Agreement or any Other Agreement on any Collateral sold or otherwise disposed of in accordance with the provisions of this Agreement shall be automatically released. Agent shall (and is hereby authorized by each Lender to), at Borrower’s expense, execute and deliver such instruments (including Uniform Commercial Code termination statements), and take such other actions, as Borrower may from time to time reasonably request to confirm or evidence such release made pursuant to the immediately preceding sentence.

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender and Lenders to Borrowers Credit Parties hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor hereby assigns to Agent, for its benefit and for the benefit of Lender, and Credit Party grants to Agent, for its benefit and for the benefit of LenderAgent and Lenders, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such ObligorCredit Party, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor Credit Party has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such ObligorCredit Party; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory (whether or not Eligible Spare Parts Inventory); (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles (other than motor vehicles that are subject to a Permitted Lien, but only so long as they remain subject to such Permitted Lien) and Fixtures; (e) all Financial Assets and Investment Property; (f) all Deposit Accounts, bank accounts, deposits and cash (including, without limitation, any of the foregoing maintained with Agent, Lender or LaSalle Bank)cash; (g) all Letter-of-Credit Rights;

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender and Lenders to Borrowers Borrower hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Borrower hereby assigns and grants to Agent, Agent for its benefit and for the ratable benefit of Lender, and grants to Agent, for its benefit and for the benefit of Lender, Lenders a continuing security interest in all assets of such Obligor's assets including, without limitation, the following property of such ObligorBorrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter locatedlocated including without limitation: (a) all Accounts (whether or not Eligible AccountsAccounts including, without limitation, Health Care Insurance Receivables)) and all Goods whose sale, lease or other disposition by such Obligor Borrower has given rise to Accounts and have been returned to, to or repossessed or stopped in transit by, such Obligorby Borrower; (b) all Chattel Paper, InstrumentsInstruments (including without limitation, promissory notes), Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnificationPayment Intangibles); (c) all Inventory (whether or not Eligible Inventory or Eligible L/C Inventory); (d) all Goods (other than Inventory), ) including, without limitation, Equipment, vehicles and Fixturesfixtures; (e) all Financial Assets deposits and Investment Propertycash and any other property of Borrower now or hereafter in the possession, custody or control of Agent, any Lender or any agent or any parent, affiliate or subsidiary of Agent or such Lender or any participant with Agent or such Lender in the Loans for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); (f) all Deposit Accounts, bank accounts, deposits and cash Investment Property (including, without limitation, any of the foregoing maintained with Agent, Lender excluding stock or LaSalle Bankother equity in Borrower’s Subsidiaries or joint ventures); (g) all Letter-of-Customer Lists; (h) all Real Property; (i) all Deposit Accounts; (j) all Supporting Obligations; (k) all Letter of Credit Rights;; (l) any Commercial Tort Claim; and (m) all additions and accessions to, substitutions for, and replacements, products and proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of Borrower’s books and records relating to any of the foregoing and to Borrower’s business.

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender and Lenders to Borrowers Credit Parties hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor hereby assigns to Agent, for its benefit and for the benefit of Lender, and Credit Party grants to Agent, for its benefit and for the benefit of LenderAgent and Lenders, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such ObligorCredit Party, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor Credit Party has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such ObligorCredit Party; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory (whether or not Eligible Spare Parts Inventory); (d) all Goods (other than Inventory), including, without limitation, EquipmentEquipment (other than certain Xxxx 222U helicopter owned by OMNI, registration number N911EC bearing serial number 47505 and currently held for sale), vehicles (other than motor vehicles that are subject to a Permitted Lien, but only so long as they remain subject to such Permitted Lien) and Fixtures; (e) all Financial Assets and Investment Property; (f) all Deposit Accounts, bank accounts, deposits and cash (including, without limitation, any of the foregoing maintained with Agent, Lender or LaSalle Bank)cash; (g) all Letter-of-Credit Rights;Rights and Supporting Obligations; (h) Commercial Tort Claims listed on Exhibit C hereto; (i) any other property of such Credit Party now or hereafter in the possession, custody or control of Agent or any Lender or any agent or any parent, affiliate or subsidiary of Agent or any Lender or any participant with any Lender in the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise) and (j) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of such Credit Party’s books and records relating to any of the foregoing and to such Credit Party’s business. Agent agrees that the term “Collateral” does not include the real property owned by a Credit Party as of the date hereof to the extent that such real property remains subject to a Permitted Lien.

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender Lenders to Borrowers hereunder Borrower hereunder, and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Borrower hereby assigns to Agent, for its benefit and for the benefit of LenderLenders, and grants to Agent, for its benefit and for the benefit of LenderLenders, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such ObligorBorrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: : (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such Obligor; Borrower; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); ; (c) all Inventory (whether or not Eligible Inventory); ; (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and Fixtures; ; (e) all Financial Assets and Investment Property; ; (f) all Deposit Accounts, bank accounts, deposits and cash cash; (g) Commercial Tort Claims; (h) All Supporting Obligations; (i) any other property of Borrower now or hereafter in the possession, custody or control of Agent or any Lender or any agent or any parent, affiliate or subsidiary of Agent or any Lender or any participant with any Lender in the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and (j) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of Borrower’s books and records relating to any of the foregoing maintained with Agent, Lender or LaSalle Bank); (g) all Letter-of-Credit Rights;and to Borrower’s business.

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or and/or any Lender to Borrowers hereunder and for the payment or other satisfaction of all other Liabilities, andeach Loan Party (other than the Canadian Loan Party) (each, with respect to Guarantorsa "Grantor" and collectively, as security for all obligations of Guarantors under the Guarantees, each Obligor "Grantors") hereby assigns to Agent, for its benefit and for the benefit of LenderAgent and Lenders, and grants to Agent, for its benefit and for the benefit of LenderAgent and Lenders, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such ObligorGrantor, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor Grantor has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such ObligorGrantor; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, softwareSoftware, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and Fixtures; (e) all Financial Assets and Investment Property; (f) all Deposit Accounts, bank accounts, deposits and cash (including, without limitation, any of the foregoing maintained with Agent, Lender or LaSalle Bank)cash; (g) all Letter-of-Credit Rights;Rights and Supporting Obligations; (h) Commercial Tort Claims listed on Exhibit C hereto; (i) any other property of such Grantor now or hereafter in the possession, custody or control of Agent or any Lender or any agent or any parent, affiliate or subsidiary of Agent or any Lender or any participant with any Lender in the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and (j) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of such Grantor's books and records relating to any of the foregoing and to such Grantor's business.

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender to Borrowers hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Each Company hereby assigns to Agent, for its benefit and for the benefit of Lenders and Canadian Lender, and grants to Agent, for its benefit and for the benefit of Lenders and Canadian Lender, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such ObligorCompany, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: located to secure the Liabilities of such Company: (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor Company has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such ObligorCompany; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all rights under the provisions of Article VI of the Development Agreement among the City of Youngstown, Cantar U.S. and Performa dated June 13, 1996 and all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits deposits, and rights to indemnification); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and Fixtures; (e) all Financial Assets and Investment Property; (f) all Deposit Accounts, bank accounts, deposits and cash (including, without limitation, any of the foregoing maintained with Agent, Lender or LaSalle Bank)cash; (g) all Letter-of-Credit Rights;

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender Lenders to Borrowers hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Borrower hereby assigns to Agent, for its benefit and for the benefit of LenderAgent and Lenders, and grants to Agent, for its benefit and for the benefit of LenderAgent and Lenders, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such ObligorBorrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, by such ObligorBorrower; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade namestradenames, trade secrets, goodwill, copyrights, copyright applications, applications registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract contracts rights, payment intangibles, security interests, security deposits and any rights to indemnification); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and Fixturesfixtures; (e) all Financial Assets and Investment Property; (f) all Deposit Accounts, bank accounts, deposits and cash cash; (g) any other property of such Borrower now or hereafter in the possession, custody or control of Agent, any Lender or any agent or any parent, affiliate or subsidiary of Agent or any Lender or any participant with any Lender in the Loans for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and (h) all additions and accessions to, substitutions for, and replacements, products and proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of such Borrower's books and records relating to any of the foregoing maintained with Agent, Lender or LaSalle Bank); (g) all Letter-of-Credit Rights;and to such Borrower's business.

Grant of Security Interest to Agent. As security for the payment of all Loans now or in the future made by Agent or Lender and Lenders to Borrowers Borrower hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Borrower hereby assigns and grants to Agent, Agent for its benefit and for the ratable benefit of Lender, and grants to Agent, for its benefit and for the benefit of Lender, Lenders a continuing security interest in all assets of such Obligor's assets including, without limitation, the following property of such ObligorBorrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter locatedlocated including without limitation: (a) all Accounts (whether or not Eligible AccountsAccounts including, without limitation, Health Care Insurance Receivables)) and all Goods whose sale, lease or other disposition by such Obligor Borrower has given rise to Accounts and have been returned to, to or repossessed or stopped in transit by, such Obligorby Borrower; (b) all Chattel Paper, InstrumentsInstruments (including without limitation, Promissory Notes), Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnificationPayment Intangibles); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), ) including, without limitation, Equipment, vehicles and Fixturesfixtures; (e) all Financial Assets deposits and Investment Propertycash and any other property of Borrower now or hereafter in the possession, custody or control of Agent, any Lender or any agent or any parent, affiliate or subsidiary of Agent or such Lender or any participant with Agent or such Lender in the Loans for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); (f) all Investment Property; (g) all Customer Lists; (h) all Real Property; (i) all Deposit Accounts; (j) all Supporting Obligations; (k) all Letter of Credit Rights; and (l) all additions and accessions to, bank accountssubstitutions for, deposits and cash (replacements, products and proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of Borrower's books and records relating to any of the foregoing maintained with Agent, Lender or LaSalle Bank); (g) all Letter-of-Credit Rights;and to Borrower's business.

Grant of Security Interest to Agent. As security for the payment of all Revolving Loans now or in the future made by Agent or Lender and Lenders to Borrowers Borrower hereunder and for the payment or other satisfaction of all other Liabilities, and, with respect to Guarantors, as security for all obligations of Guarantors under the Guarantees, each Obligor Borrower hereby assigns to Agent, for its benefit and for the benefit of Lender, and grants to Agent, for its benefit and for the benefit of LenderAgent and Lenders, a continuing security interest in all of such Obligor's assets including, without limitation, the following property of such ObligorBorrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such Obligor has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such Obligor); (b) all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), including, without limitation, Equipment, vehicles and FixturesFixtures and all Goods whose sale, lease or other disposition by Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, Borrower; (e) all Financial Assets and Investment Property; (f) all Deposit Accounts, bank accounts, deposits and cash (including, without limitation, any of the foregoing maintained with Agent, Lender or LaSalle Bank)cash; (g) all Letter-of-Credit Rights;; (h) Commercial Tort Claims listed on Exhibit C hereto, (i) any other property of Borrower now or hereafter in the possession, custody or control of Agent or any Lender or any agent or any parent, affiliate or subsidiary of Agent or any Lender or any participant with any Lender in the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise) and (j) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of Borrower’s books and records relating to any of the foregoing and to Borrower’s business; provided that this Agreement shall not create a security interest in or lien upon, and the term “Collateral” shall not include, (a) any General Intangible or other right arising under any contract, Instrument, Document, license or other document to the extent that the grant of a security interest would result in a breach of the terms of, or constitute a default under, such General Intangible, contract, Instrument, Document, license or other document (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407 or 9-408 or any successor provision of the Uniform Commercial Code of the relevant jurisdiction or any other applicable law) and (b) tangible personal property subject to a Permitted Lien described in clause (iv) or (viii) of such definition to the extent the granting of a security interest in or lien thereon is prohibited by the terms of the indebtedness secured thereby. Notwithstanding anything in this Agreement or any Other Agreement to the contrary, (a) neither this Agreement nor any Other Agreement shall operate as a sale, transfer, conveyance or other assignment to Agent or any Lender of any applications by an Obligor for a trademark based on an intent to use the same if and so long as such application is pending and has not been the subject of a statement of use or amendment to allege use (such pending applications which are based on intent to use being hereinafter referred to collectively as “Intent-To-Use Applications”), but rather, if and so long as such Obligor’s Intent-To-Use Application is pending, this Agreement and any applicable Other Agreement shall operate only to create a security interest for collateral purposes in favor of Agent for the benefit of Lenders, on such Intent-To-Use Applications as collateral security for the Liabilities and (b) the lien and security interest of this Agreement or any Other Agreement on any Collateral sold or otherwise disposed of in accordance with the provisions of this Agreement shall be automatically released. Agent shall (and is hereby authorized by each Lender to), at Borrower’s expense, execute and deliver such instruments (including Uniform Commercial Code termination statements), and take such other actions, as Borrower may from time to time reasonably request to confirm or evidence such release made pursuant to the immediately preceding sentence.