Common use of GRANT OF THE SECURITY INTEREST Clause in Contracts

GRANT OF THE SECURITY INTEREST. As security for the payment and performance of all of the Obligations, the Borrower hereby pledges to Lakes and grants a continuing first perfected security interest to Lakes, for and on behalf of Lakes itself and its Affiliates, subject only to Permitted Liens, of all of the Borrower's right, title and interest in and to the Collateral. The Borrower represents and warrants that the Borrower is (or, to the extent that the Collateral is acquired after the date hereof, will be) the sole legal and beneficial owner of its respective Collateral and has exclusive possession and control thereof; there are no security interests in, liens, charges or encumbrances on, or adverse claims of title to, or any other interest whatsoever in, such Collateral or any portion thereof except for Permitted Liens; and that no financing statement, notice of lien, mortgage, deed of trust or instrument similar in effect covering the Collateral or any portion thereof or any proceeds thereof ("LIEN NOTICE") exists or is on file in any public office, except as relates to Permitted Liens and except as may have been filed in favor of Lakes relating to this Agreement or related agreements, or for which duly executed termination statements have been delivered to Lakes for filing. Without the prior written consent of Lakes, Borrower will not in any way encumber, or hypothecate, or create or permit to exist, any lien, security interest, charge or encumbrance or adverse claim upon or other interest in the Collateral, except for Permitted Liens, and the Borrower will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein, except as expressly provided herein. The Borrower will not permit any Lien Notices to exist or be on file in any public office with respect to all or any portion of the Collateral except, in each case, for Lien Notices of holders of Permitted Liens or encumbrances permitted by the Consulting Contract or any other Transaction Document or except as may have been filed by or for the benefit of Lakes relating to this Security Agreement or related agreements. The Borrower shall promptly notify Lakes of any attachment or other legal process levied against any of the Collateral and any information received by any Borrower relative to the Collateral, which may in any material way affect the value of the Collateral or the rights and remedies of Lakes in respect thereto. If Borrower shall become entitled to receive or shall receive any certificate or instrument as proceeds of Collateral, whether as an addition to, in substitution of, or in exchange for any or all of the Collateral or any part thereof, or otherwise, Borrower shall accept any such instruments as Lakes' agent, shall hold them in trust for Lakes, and shall deliver them forthwith to Agent in the exact form received, with Borrower's endorsement when necessary or appropriate, or accompanied by duly executed instruments of transfer or assignment in blank or, if requested by Lakes, an additional pledge agreement or security agreement executed and delivered by Borrower, all in form and substance satisfactory to Lakes, to be held by Lakes, subject to the terms hereof, as additional Collateral to secure the obligations hereunder. The Borrower hereby irrevocably appoints Lakes its attorney-in-fact, which appointment is coupled with an interest, with full authority in the place and stead of Borrower and in the name of Borrower, Agent, Lakes or otherwise, from time to time in Lakes' discretion (a) to execute and file financing and continuation statements (and amendments thereto and modifications thereof) on behalf and in the name of the Borrower with respect to the security interests granted or purported to be granted hereby, (b) to take any action and to execute any instrument which Lakes may deem necessary or advisable to exercise its rights under Article 5 hereunder, and (c) upon the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which Lakes may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

GRANT OF THE SECURITY INTEREST. As security for the payment and performance of all of the Obligations, the Borrower hereby pledges to Lakes and grants a continuing first perfected security interest to Lakes, for and on behalf of Lakes itself and its Affiliates, subject only to Permitted Liens, Liens of all of the Borrower's right, title and interest in and to the Collateral. The Borrower represents and warrants that the Borrower is (or, to the extent that the Collateral is acquired after the date hereof, will be) the sole legal and beneficial owner of its respective Collateral and has exclusive possession and control thereof; there are no security interests in, liens, charges or encumbrances on, or adverse claims of title to, or any other interest whatsoever in, such Collateral or any portion thereof except for Permitted Liens; and that no financing statement, notice of lien, mortgage, deed of trust or instrument similar in effect covering the Collateral or any portion thereof or any proceeds thereof ("LIEN NOTICE") exists or is on file in any public office, except as relates to Permitted Liens and except as may have been filed in favor of Lakes relating to this Agreement or related agreements, or for which duly executed termination statements have been delivered to Lakes for filing. Without the prior written consent of Lakes, Borrower will not in any way encumber, or hypothecate, or create or permit to exist, any lien, security interest, charge or encumbrance or adverse claim upon or other interest in the Collateral, except for Permitted Liens, and the Borrower will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein, except as expressly provided herein. The Borrower will not permit any Lien Notices to exist or be on file in any public office with respect to all or any portion of the Collateral except, in each case, for Lien Notices of holders of Permitted Liens or encumbrances permitted by the Consulting Management Contract or any other Transaction Document or except as may have been filed by or for the benefit of Lakes relating to this Security Agreement or related agreements. The Borrower shall promptly notify Lakes of any attachment or other legal process levied against any of the Collateral and any information received by any Borrower relative to the Collateral, which may in any material way affect the value of the Collateral or the rights and remedies of Lakes in respect thereto. If Borrower shall become entitled to receive or shall receive any certificate or instrument as proceeds of Collateral, whether as an addition to, in substitution of, or in exchange for any or all of the Collateral or any part thereof, or otherwise, Borrower shall accept any such instruments as Lakes' agent, shall hold them in trust for Lakes, and shall deliver them forthwith to Agent in the exact form received, with Borrower's endorsement when necessary or appropriate, or accompanied by duly executed instruments of transfer or assignment in blank or, if requested by Lakes, an additional pledge agreement or security agreement executed and delivered by Borrower, all in form and substance satisfactory to Lakes, to be held by Lakes, subject to the terms hereof, as additional Collateral to secure the obligations hereunder. The Borrower hereby irrevocably appoints Lakes its attorney-in-fact, which appointment is coupled with an interest, with full authority in the place and stead of Borrower and in the name of Borrower, Agent, Lakes or otherwise, from time to time in Lakes' discretion (a) to execute and file financing and continuation statements (and amendments thereto and modifications thereof) on behalf and in the name of the Borrower with respect to the security interests granted or purported to be granted hereby, (b) to take any action and to execute any instrument which Lakes may deem necessary or advisable to exercise its rights under Article 5 hereunder, and (c) upon the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which Lakes may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

GRANT OF THE SECURITY INTEREST. As security for the payment and performance of all of the Obligations, the Borrower hereby pledges to Lakes and grants a continuing first perfected security interest to Lakes, for and on behalf of Lakes itself and its Affiliates, subject only to Permitted Liens, Liens of all of the Borrower's right, title and interest in and to the Collateral. The Borrower represents and warrants that the Borrower is (or, to the extent that the Collateral is acquired after the date hereof, will be) the sole legal and beneficial owner of its respective Collateral and has exclusive possession and control thereof; there are no security interests in, liens, charges or encumbrances on, or adverse claims of title to, or any other interest whatsoever in, such Collateral or any portion thereof except for Permitted Liens; and that no financing statement, notice of lien, mortgage, deed of trust or instrument similar in effect covering the Collateral or any portion thereof or any proceeds thereof ("LIEN NOTICE") exists or is on file in any public office, except as relates to Permitted Liens and except as may have been filed in favor of Lakes relating to this Agreement or related agreements, or for which duly executed termination statements have been delivered to Lakes for filing. Without the prior written consent of Lakes, Borrower will not in any way encumber, or hypothecate, or create or permit to exist, any lien, security interest, charge or encumbrance or adverse claim upon or other interest in the Collateral, except for Permitted Liens, and the Borrower will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein, except as expressly provided herein. The Borrower will not permit any Lien Notices to exist or be on file in any public office with respect to all or any portion of the Collateral except, in each case, for Lien Notices of holders of Permitted Liens or encumbrances permitted by the Consulting Contract or any other Transaction Document or except as may have been filed by or for the benefit of Lakes relating to this Security Agreement or related agreements. The Borrower shall promptly notify Lakes of any attachment or other legal process levied against any of the Collateral and any information received by any Borrower relative to the Collateral, which may in any material way affect the value of the Collateral or the rights and remedies of Lakes in respect thereto. If Borrower shall become entitled to receive or shall receive any certificate or instrument as proceeds of Collateral, whether as an addition to, in substitution of, or in exchange for any or all of the Collateral or any part thereof, or otherwise, Borrower shall accept any such instruments as Lakes' agent, shall hold them in trust for Lakes, and shall deliver them forthwith to Agent in the exact form received, with Borrower's endorsement when necessary or appropriate, or accompanied by duly executed instruments of transfer or assignment in blank or, if requested by Lakes, an additional pledge agreement or security agreement executed and delivered by Borrower, all in form and substance satisfactory to Lakes, to be held by Lakes, subject to the terms hereof, as additional Collateral to secure the obligations hereunder. The Borrower hereby irrevocably appoints Lakes its attorney-in-fact, which appointment is coupled with an interest, with full authority in the place and stead of Borrower and in the name of Borrower, Agent, Lakes or otherwise, from time to time in Lakes' discretion (a) to execute and file financing and continuation statements (and amendments thereto and modifications thereof) on behalf and in the name of the Borrower with respect to the security interests granted or purported to be granted hereby, (b) to take any action and to execute any instrument which Lakes may deem necessary or advisable to exercise its rights under Article 5 hereunder, and (c) upon the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which Lakes may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

GRANT OF THE SECURITY INTEREST. As security for the payment and performance of all of the Obligations, the Borrower hereby pledges to Lakes and grants a continuing first perfected security interest to Lakes, for and on behalf of Lakes itself and its Affiliates, subject only to Permitted Liens, Liens of all of the Borrower's right, title and interest in and to the Collateral. The Borrower represents and warrants that the Borrower is (or, to the extent that the Collateral is acquired after the date hereof, will be) the sole legal and beneficial owner of its respective Collateral and has exclusive possession and control thereof; there are no security interests in, liens, charges or encumbrances on, or adverse claims of title to, or any other interest whatsoever in, such Collateral or any portion thereof except for Permitted Liens; and that no financing statement, notice of lien, mortgage, deed of trust or instrument similar in effect covering the Collateral or any portion thereof or any proceeds thereof ("LIEN NOTICE") exists or is on file in any public office, except as relates to Permitted Liens and except as may have been filed in favor of Lakes relating to this Agreement or related agreements, or for which duly executed termination statements have been delivered to Lakes for filing. Without the prior written consent of Lakes, Borrower will not in any way encumber, or hypothecate, or create or permit to exist, any lien, security interest, charge or encumbrance or adverse claim upon or other interest in the Collateral, except for Permitted Liens, and the Borrower will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein, except as expressly provided herein. The Borrower will not permit any Lien Notices to exist or be on file in any public office with respect to all or any portion of the Collateral except, in each case, for Lien Notices of holders of Permitted Liens or encumbrances permitted by the Consulting Contract or any other Transaction Document or except as may have been filed by or for the benefit of Lakes relating to this Security Agreement or related agreements. The Borrower shall promptly notify Lakes of any attachment or other legal process levied against any of the Collateral and any information received by any Borrower relative to the Collateral, which may in any material way affect the value of the Collateral or the rights and remedies of Lakes in respect thereto. If Borrower shall become entitled to receive or shall receive any certificate or instrument as proceeds of Collateral, whether as an addition to, in substitution of, or in exchange for any or all of the Collateral or any part thereof, or otherwise, Borrower shall accept any such instruments as Lakes' agent, shall hold them in trust for Lakes, and shall deliver them forthwith to Agent in the exact form received, with Borrower's endorsement when necessary or appropriate, or accompanied by duly executed instruments of transfer or assignment in blank or, if requested by Lakes, an additional pledge agreement or security agreement executed and delivered by Borrower, all in form and substance satisfactory to Lakes, to be held by Lakes, subject to the terms hereof, as additional Collateral to secure the obligations hereunder. The Borrower hereby irrevocably appoints Lakes its attorney-in-fact, which appointment is coupled with an interest, with full authority in the place and stead of Borrower and in the name of Borrower, Agent, Lakes or otherwise, from time to time in Lakes' discretion (a) to execute and file financing and continuation statements (and amendments thereto and modifications thereof) on behalf and in the name of the Borrower with respect to the security interests granted or purported to be granted hereby, (b) to take any action and to execute any instrument which Lakes may deem necessary or advisable to exercise its rights under Article 5 hereunder, and (c) upon the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which Lakes may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: