Common use of Grant of Transaction Liens Clause in Contracts

Grant of Transaction Liens. (a) In order to secure the Secured Obligations, the Lien Grantor grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Lien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b): (i) all Inventory; (ii) all Receivables; (iii) all Contracts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited thereto; (v) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the Lien Grantor pertaining to any of its Collateral; (vi) all General Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating to the Collateral described in the foregoing clauses (i) through (v); and (vii) all other Proceeds of the Collateral described in the foregoing clauses (i) through (vi). (b) The Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (d) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) In The Borrower, in order to secure the Secured Obligations, and each Guarantor listed on the Lien Grantor signature pages hereof, in order to secure its Transaction Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Lien GrantorBorrower or such Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b):: (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vii) all Instruments; (viii) all Inventory; (iiix) all ReceivablesInvestment Property; (iii) all Contracts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited thereto; (vx) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the such Original Lien Grantor pertaining to any of its Collateral; (vixi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all General IntangiblesFinancial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, Documents, Instruments, Chattel Paper (3) all cash held in its Collateral Accounts from time to time and insurance proceeds relating to the Collateral described (4) all other money in the foregoing clauses (i) through (v)possession of the Agent; and (viixii) all other Proceeds of the Collateral described in the foregoing clauses (i) through (vixi); provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, any applicable shareholder or similar agreement, except to the extent that such law or regulation or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) The Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (dc) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) In The Borrower, in order to secure the Secured Obligations, the Lien Grantor grants to the Collateral Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Lien Grantor, Borrower whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b):: (i) all InventoryAccounts; (ii) all ReceivablesChattel Paper; (iii) all ContractsDeposit Accounts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited theretoDocuments; (v) all General Intangibles (including, all right, title and interest of the Borrower in, to and under (1) all Bank Loans, (2) the Management Agreement, (3) the Custodial Agreement, and (4) the Asset Contribution Agreement); (vi) all Instruments; (vii) all Investment Property; (viii) all books and records (including customer listsdocumentation, credit files, computer programs, printouts and other computer materials and records) of the Lien Grantor Borrower pertaining to any of its the Collateral; (vi1) the Collateral Accounts, (2) all General Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating Financial Assets credited to the Collateral described Accounts from time to time and all Security Entitlements in respect thereof and (3) all Cash held in the foregoing clauses (i) through (v)Collateral Accounts from time to time; and (viix) all other Proceeds of the Collateral described in the foregoing clauses (i) through (viix). (b) The Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (dc) The Transaction Liens are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Lien Grantor Borrower with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) In order to secure the Secured Obligations, the each Lien Grantor grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the such Lien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b): (i) all Inventory; (ii) all Receivables; (iii) all Contracts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited thereto; (v) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the such Lien Grantor pertaining to any of its Collateral; (vi) all General Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating to the Collateral described in the foregoing clauses (i) through (v); and (vii) all other Proceeds of the Collateral described in the foregoing clauses (i) through (vi). (b) The Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the applicable Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (d) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) In The Company, in order to secure the Secured Obligations, and each Guarantor listed on the Lien Grantor signature pages hereof, in order to secure its Secured Guarantee, grants to the Collateral Agent Representative for the benefit of the Secured Parties a continuing security interest in all the following property of the Lien GrantorCompany or such Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b):: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all Equipment; (v) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property); (vi) all Instruments; (vii) all Inventory; (iiviii) all ReceivablesInvestment Property; (iii) all Contracts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited thereto; (vix) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the such Original Lien Grantor pertaining to any of its Collateral; (vix) such Original Lien Grantor's ownership interest in (1) its Collateral Accounts, (2) all General IntangiblesFinancial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, Documents, Instruments, Chattel Paper (3) all cash held in its Collateral Accounts from time to time and insurance proceeds relating to (4) all other money in the possession of the Collateral described in the foregoing clauses (i) through (v)Representative; and (viixi) all other Proceeds of the Collateral described in the foregoing clauses (i) through (vix). (b) The Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (dc) The Transaction Liens are granted as security only and shall not subject the Collateral Agent Representative or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) In order to secure the Secured Obligations, the Lien Grantor grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Lien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b): (i) all Inventory; (ii) all Receivables; (iii) all Contracts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited thereto; (v) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the Lien Grantor pertaining to any of its Collateral; (vi) all General Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating to the Collateral described in the foregoing clauses (i) through (v); and (vii) all other Proceeds of the Collateral described in the foregoing clauses (i) through (vi). (b) The Collateral shall not include (i) Transferred ReceivablesReceivables or (ii) with respect to a Specified Financing and the Transferred Receivables in respect thereof, (w) the Contracts relating to such Transferred Receivables described in the applicable Specified Financing Documents, (x) supporting obligations, existing and future, in respect of such Transferred Receivables and in respect of any Contracts relating thereto (including assignment of the proceeds of any drawings on letters of credit supporting such Contracts), (y) books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the Credit Parties relating to such Transferred Receivables or (z) Proceeds of the Transferred Receivables in respect of such Specified Financing or of the foregoing clauses (w) through (y). (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (d) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) In order to secure the Secured Obligations, the Lien Grantor grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in and to all the following property of the Lien Grantor’s right, title and interest in and to all of the following, whether now owned or hereafter acquired by the Grantor, wherever located and whether now or hereafter existing or hereafter acquired or arising and regardless of where located, subject (hereinafter collectively referred to as the exceptions set forth in Section 2(b“Collateral”): (i) all InventoryEquipment; (ii) the Grantor’s interest in (x) the Collateral Proceeds Account; (y) all Receivables;cash monies, investment property, instruments and financial assets held in the Collateral Proceeds Account; and (z) all Cash Proceeds, whether or not held in the Collateral Proceeds Account; and (iii) all Contracts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited thereto; (v) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the Lien Grantor pertaining to any of its Collateral; (vi) all General Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating to the Collateral described in the foregoing clauses (i) through (v); and (viiiv) all other Proceeds of the Collateral described in the foregoing clauses (i) through (viiii); provided that, notwithstanding the foregoing or anything herein to the contrary, in no event shall the New Collateral include, or the security interest attach to, any Excluded Property; provided, however, the security interests and Liens granted hereunder shall attach to, and the “Collateral” shall automatically include any asset or property of a Grantor that ceases to be Excluded Property, without further action by any Grantor or Secured Party. It is understood and agreed that the Collateral will not include any ABL Collateral. (b) The Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (d) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modifytransfer, any obligation or liability of the Lien Grantor with respect to any of the New Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) In The Borrower, in order to secure the Secured Obligations, and each Guarantor listed on the Lien Grantor signature pages hereof, in order to secure its Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Lien GrantorBorrower or such Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where locatedlocated (collectively, subject to the exceptions set forth in Section 2(b“Collateral”): (i) all InventoryAccounts; (ii) all ReceivablesChattel Paper; (iii) all Contractscash and Deposit Accounts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited theretoDocuments; (v) all Equipment; (vi) all General Intangibles (including (A) any Capital Stock in other Persons that do not constitute Investment Property and (B) any Intellectual Property); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) the Material Commercial Tort Claims described in Schedule 1 (as updated from time to time pursuant to Section 10(b)); (xi) all Letter-of-Credit Rights with a fair market value that is equal to or exceeds $7,500,000; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the Lien such Grantor pertaining to any of its Collateral; (vixiii) such Grantor’s ownership interest in its (A) Cash Collateral Accounts (B) all General Intangibles, Documents, Instruments, Chattel Paper cash held in its Cash Collateral Accounts from time to time and insurance proceeds relating to (C) all other money in the possession of the Collateral described in the foregoing clauses Agent; (ixiv) through all other Goods (v)including but not limited to Fixtures) and personal property of such Grantor, whether tangible or intangible; and (viixv) all other Proceeds of the Collateral described in the foregoing clauses (i) through (vixiv); provided, however, that notwithstanding any other provision of this Agreement, the term “Collateral” (and each component definition thereof) shall not include any, and this Agreement shall not, at any time, constitute a grant of, or create a security interest in any property that constitutes Excluded Assets; provided further, however, that any Proceeds, products, substitutions or replacements of Excluded Assets shall not constitute Excluded Assets unless such Proceeds, products, substitutions or replacements would themselves constitute Excluded Assets. (b) The Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein herein includes (i) a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (xA) secures such right to payment or performance or (yB) secures any such Supporting ObligationObligation except, in each case, to the extent any of the foregoing would constitute Excluded Assets. (dc) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Lien any Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) Notwithstanding anything to the contrary in this Agreement or any other Credit Document, none of the Grantors shall be required to (A) take any actions with respect to perfection of security interests in (i) any asset specifically requiring perfection through a control agreement or other control arrangements, including in respect of any deposit, securities or commodities accounts, other than in respect of Pledged Capital Stock or Pledged Instruments as required herein or (ii) Letter-of-Credit Rights to the extent that a security interest therein cannot be perfected as Supporting Obligations on the primary collateral by filing a UCC financing statement, (B) enter into any pledge, security agreement, mortgage, deed, charge agreement or similar agreement granting a security interest in any asset or property located outside of the United States or take any other action to create or perfect any security interest in such assets or property and no foreign intellectual property filings or searches shall be required or (C) grant or perfect a security interest in assets or property for which the Borrower and the Collateral Agent reasonably agree that the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting a security interest in such assets or property exceeds the practical benefit of such Collateral to the Secured Parties.

Grant of Transaction Liens. (a) In The Borrower, in order to secure the Secured Obligations, the Lien Grantor grants to the Collateral Administrative Agent for the ratable benefit of the Secured Parties a continuing security interest in all the following property of the Lien Grantor, Borrower whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b):: (i) all InventoryAccounts; (ii) all ReceivablesChattel Paper; (iii) all ContractsDeposit Accounts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited theretoDocuments; (v) all General Intangibles (including, all right, title and interest of the Borrower in, to and under (1) all Bank Loans, (2) the Management Agreement, (3) the Custodial Agreement, and (4) the Sale and Contribution Agreement); (vi) all Instruments; (vii) all Investment Property; (viii) all books and records (including customer listsdocumentation, credit files, computer programs, printouts and other computer materials and records) of the Lien Grantor Borrower pertaining to any of its the Collateral; (vi1) the Collateral Accounts, (2) all General Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating Financial Assets credited to the Collateral described Accounts from time to time and all Security Entitlements in respect thereof and (3) all Cash held in the foregoing clauses (i) through (v)Collateral Accounts from time to time; and (viix) all other Proceeds of the Collateral described in the foregoing clauses (i) through (viix). (b) The Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (dc) The Transaction Liens are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Lien Grantor Borrower with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) In order to secure the Secured Obligations, the Lien Grantor grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Lien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b): (i) all Inventory; (ii) all Receivables; (iii) all Contracts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited thereto; (v) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the Lien Grantor pertaining to any of its Collateral; (vi) all General Intangibles, DocumentsDocuments of Title, Instruments, Chattel Paper and insurance proceeds relating to the Collateral described in the foregoing clauses (i) through (v); and (vii) all other Proceeds of the Collateral described in the foregoing clauses (i) through (vi). (b) The Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (d) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. (d) The Lien Grantor and the Collateral Agent hereby acknowledge that (a) value has been given, (b) the Lien Grantor has rights in the Collateral in which it has granted a security interest, (c) this Agreement constitutes a security agreement as that term is defined in the PPSA, and (d) the security interest attaches upon the execution of this Agreement (or in the case of any after-acquired property, at the time of acquisition thereof).

Grant of Transaction Liens. (a) In The Borrower, in order to secure the Secured Obligations, the Lien Grantor grants to the Collateral Administrative Agent for the ratable benefit of the Secured Parties a continuing security interest in all the right, title and interest of the Borrower in, to and under the following property of the Lien Grantorproperty, whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b):: (i) all InventoryAccounts; (ii) all ReceivablesChattel Paper; (iii) all ContractsDeposit Accounts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited theretoDocuments; (v) all General Intangibles (including, all right, title and interest of the Borrower in, to and under (1) all Bank Loans, (2) the Management Agreement, (3) the Custodial Agreement, and (4) the Sale and Contribution Agreement); (vi) all Instruments; (vii) all Investment Property; (viii) all books and records (including customer listsdocumentation, credit files, computer programs, printouts and other computer materials and records) of the Lien Grantor Borrower pertaining to any of its the Collateral; (vi1) the Collateral Accounts, (2) all General Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating Financial Assets credited to the Collateral described Accounts from time to time and all Security Entitlements in respect thereof and (3) all Cash held in the foregoing clauses (i) through (v)Collateral Accounts from time to time; and (viix) all other Proceeds of the Collateral described in the foregoing clauses (i) through (viix). (b) The Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (dc) The Transaction Liens are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Lien Grantor Borrower with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) In Each U.S. Borrower, in order to secure the Secured Obligations, and each other Guarantor listed on the Lien Grantor signature pages hereof, in order to secure its Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of such Borrower or such Guarantor, as the Lien Grantorcase may be, whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b):: (i) all Inventory; (ii) all Receivables; (iii) all Contracts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the U.S. Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited thereto; (v) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the such Lien Grantor pertaining to any of its Collateral; (vi) all General Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating to the Collateral described in the foregoing clauses (i) through (v); and (viivi) all other Proceeds of the Collateral described in the foregoing clauses (i) through (viv). (b) The Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the applicable Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (dc) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) In Each Grantor, in order to secure the Secured Obligations, the Lien Grantor grants to the Collateral Agent for the benefit of the Secured Parties Party a continuing first-priority (subject only to Permitted Liens) security interest in all the following property of the Lien each Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where locatedlocated (collectively, subject to the exceptions set forth in Section 2(b“Collateral”): (i) all InventoryAccounts; (ii) all ReceivablesChattel Paper (whether tangible or electronic); (iii) all Contracts; (iv) all Blocked Deposit Accounts, all Collection Securities Accounts, all Lockbox Accounts and the Cash Collateral AccountCommodity Accounts, and all cash, cash equivalents or and other assets on deposit property from time to time deposited therein or credited thereto; (iv) all Documents; (v) all books Goods (including, without limitation, all Equipment, Fixtures and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the Lien Grantor pertaining to any of its CollateralInventory); (vi) all General Intangibles (including, without limitation, (x) all Equity Interests in other Persons that do not constitute Investment Property and (y) all Payment Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating to the Collateral described in the foregoing clauses (i) through (v); and; (vii) all Instruments (including, without limitation, all Promissory Notes); (viii) all Intellectual Property; (ix) all Investment Property; (x) all Pledged Interests; (xi) all Commercial Tort Claims individually in excess of $1,000,000; (xii) all Letter-of-Credit Rights; (xiii) all Supporting Obligations; (xiv) all products, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the foregoing Collateral (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by such Grantor in respect of any of the foregoing Collateral), and all books, correspondence, files and other Records, including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or under the control of such Grantor or any other Person from time to time acting for such Grantor, that at any time evidence or contain information relating to any of the foregoing Collateral, are relevant to the collection or realization of the Collateral, or otherwise pertain to the Collateral; and (xv) all Proceeds of the Collateral described in the foregoing clauses (i) through (vixiv) (including Cash Proceeds and Noncash Proceeds). , provided that, notwithstanding anything to the contrary in this Agreement, “Collateral” (bincluding any component definitions comprised thereof) The shall not include, and no representation, warranty or covenant contained in any Note Document in respect of Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (d) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party apply to, or transfer or in any way affect or modify, any obligation or liability of the Lien Grantor with respect to any of the Collateral or any transaction in connection therewithExcluded Asset.

Grant of Transaction Liens. (a) In Each U.S. Borrower, in order to secure the Secured Obligations, and each other Guarantor listed on the Lien Grantor signature pages hereof, in order to secure its Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of such Borrower or such Guarantor, as the Lien Grantorcase may be, whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b3(b): (i) all Inventory; (ii) all Receivables; (iii) all Contracts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the U.S. Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited thereto; (v) all SPV Equity Interests; (vi) all SPV Notes; (vii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the such Lien Grantor pertaining to any of its Collateral; (vi) all General Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating to the Collateral described in the foregoing clauses (i) through (v); and (viiviii) all other Proceeds of the Collateral described in the foregoing clauses (i) through (vivii). (b) The Collateral shall not include (i) Assigned Accounts and (ii) Transferred Receivables and (1) rights to payment and collections in respect of such Transferred Receivables, (2) security interests or Liens and property subject thereto securing or purporting to secure or guarantee payment of such Transferred Receivables, (3) guarantees, indemnities and warranties, security agreements, service contracts, financing statements, supporting obligations, letters of credit, acceptances, insurance and other arrangements from time to time supporting or securing payment of or relating to such Transferred Receivables, (4) all invoices, documents, books, records and other information with respect to such Transferred Receivables or the obligors thereon, (5) with respect to any such Transferred Receivables, the transferor’s interest in the goods or product (including returned, repossessed or foreclosed goods or product), the sale of which by such transferor gave rise to such Transferred Receivables, except as otherwise provided in the Intercreditor Agreement and (6) all Proceeds of the items described in subclauses 3(b)(ii)(1) through 3(b)(ii)(5) (preceding subclauses (b)(i) and (b)(ii)(1) through (b)(ii)(6), collectively, the “Related Transferred Rights”). (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the applicable Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (d) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) In The Borrower, in order to secure the Secured Obligations, the Lien Grantor grants to the Collateral Administrative Agent for the ratable benefit of the Secured Parties a continuing security interest in all the following property of the Lien Grantor, Borrower whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b):: (i) all InventoryAccounts; (ii) all ReceivablesChattel Paper; (iii) all ContractsDeposit Accounts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited theretoDocuments; (v) all General Intangibles (including, all right, title and interest of the Borrower in, to and under (1) all Bank Loans (including all Participation Interests), (2) the Management Agreement, (3) the Custodial Agreement, and (4) the Sale and Contribution Agreement); (vi) all Instruments; (vii) all Investment Property; (viii) all books and records (including customer listsdocumentation, credit files, computer programs, printouts and other computer materials and records) of the Lien Grantor Borrower pertaining to any of its the Collateral; (vi1) the Collateral Accounts, (2) all General Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating Financial Assets credited to the Collateral described Accounts from time to time and all Security Entitlements in respect thereof and (3) all Cash held in the foregoing clauses (i) through (v)Collateral Accounts from time to time; and (viix) all other Proceeds of the Collateral described in the foregoing clauses (i) through (viix). (b) The Collateral shall not include Transferred Receivables. (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (dc) The Transaction Liens are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Lien Grantor Borrower with respect to any of the Collateral or any transaction in connection therewith.

Grant of Transaction Liens. (a) In order to secure the Secured Obligations, the each Lien Grantor grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the such Lien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 2(b): (i) all Inventory; (ii) all Receivables; (iii) all Contracts; (iv) all Blocked Accounts, all Collection Accounts, all Lockbox Accounts and the Cash Collateral Account, and all cash, cash equivalents or other assets on deposit therein or credited thereto; (v) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the such Lien Grantor pertaining to any of its Collateral; (vi) all General Intangibles, Documents, Instruments, Chattel Paper and insurance proceeds relating to the Collateral described in the foregoing clauses (i) through (v); and (vii) all other Proceeds of the Collateral described in the foregoing clauses (i) through (vi). (b) The Collateral shall not include (i) Transferred ReceivablesReceivables or (ii) with respect to a Specified Financing and the Transferred Receivables in respect thereof, (w) the Contracts relating to such Transferred Receivables described in the applicable Specified Financing Documents, (x) supporting obligations, existing and future, in respect of such Transferred Receivables and in respect of any Contracts relating thereto (including assignment of the proceeds of any drawings on letters of credit supporting such Contracts), (y) books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the Credit Parties relating to such Transferred Receivables or (z) Proceeds of the Transferred Receivables in respect of such Specified Financing or of the foregoing clauses (w) through (y). (c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the applicable Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (d) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.