Common use of Grants of Security Interests in Collateral Clause in Contracts

Grants of Security Interests in Collateral. (a) SusOils hereby assigns and transfers to the Secured Party, and hereby grants to the Secured Party, a security interest in, all of the following property now owned or at any time hereafter acquired by it or in which it now has or at any time in the future may acquire any right, title or interest (collectively, the “SusOils Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations: (i) all Accounts; (ii) all As-Extracted Collateral; (iii) all Assigned Agreements; (iv) all Chattel Paper (whether Tangible or Electronic); (v) all Deposit Accounts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures; (ix) all General Intangibles; (x) all Goods not covered by the other clauses of this Article III; (xi) all Instruments, including all Promissory Notes; (xii) all Intellectual Property; (xiii) all Inventory; (xiv) all Investment Property not covered by other clauses of this Article III, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto; (xv) all Letter-of-Credit Rights; (xvi) all Permits now or hereafter held in the name, or for the benefit of, any Grantors; (xvii) all Pledged Debt; (xviii) all Pledged Equity Interests; (xix) all Commercial Tort Claims listed on Schedule III; (xx) all books and records pertaining to the SusOils Collateral; (xxi) to the extent not otherwise included above, all other personal property relating to any of the foregoing (other than any Excluded Asset and any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above); and (xxii) to the extent not otherwise included above, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, that in no event shall the SusOils Collateral include any Excluded Assets. (b) SusOils Pledgor hereby assigns and transfers to, and hereby grants to the Secured Party, a security interest in, all of the following property now owned or at any time hereafter acquired by it or in which it now has or at any time in the future may acquire any right, title or interest (collectively, the “SusOils Pledgor Collateral” and, together with the SusOils Collateral, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations: (i) all Pledged Stock; (ii) all books and records pertaining to the SusOils Pledgor Collateral; and (iii) to the extent not otherwise included above, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, that in no event shall the SusOils Pledgor Collateral include (x) any Excluded Assets or (y) any capital stock or other equity interests in SusOils which will be used to satisfy the Exxon Warrant (if exercised).

Grants of Security Interests in Collateral. (a) SusOils hereby assigns and transfers to the Secured PartyCollateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured PartyParties, a security interest in, all of the following property now owned or at any time hereafter acquired by it or in which it now has or at any time in the future may acquire any right, title or interest (collectively, the “SusOils Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations: (i) all Accounts; (ii) all As-Extracted Collateral; (iii) all Assigned Agreements; (iv) all Chattel Paper (whether Tangible or Electronic); (v) all Deposit Accounts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures; (ix) all General Intangibles; (x) all Goods not covered by the other clauses of this Article III; (xi) all Instruments, including all Promissory Notes; (xii) all Intellectual Property; (xiii) all Inventory; (xiv) all Investment Property not covered by other clauses of this Article III, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto; (xv) all Letter-of-Credit Rights; (xvi) all Permits now or hereafter held in the name, or for the benefit of, any Grantors; (xvii) all Pledged Debt; (xviii) all Pledged Equity Interests; (xix) all Commercial Tort Claims listed on Schedule III; (xx) all books and records pertaining to the SusOils Collateral; (xxi) to the extent not otherwise included above, all other personal property relating to any of the foregoing (other than any Excluded Asset and any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above); and (xxii) to the extent not otherwise included above, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, that in no event shall the SusOils Collateral include any Excluded Assets. (b) SusOils Pledgor hereby assigns and transfers toto the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured PartyParties, a security interest in, all of the following property now owned or at any time hereafter acquired by it or in which it now has or at any time in the future may acquire any right, title or interest (collectively, the “SusOils Pledgor Collateral” and, together with the SusOils Collateral, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations: (i) all Pledged Stock; (ii) all books and records pertaining to the SusOils Pledgor Collateral; and (iii) to the extent not otherwise included above, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, that in no event shall the SusOils Pledgor Collateral include (x) any Excluded Assets or (y) any capital stock or other equity interests in SusOils which will be used to satisfy the Exxon Warrant (if exercised).

Grants of Security Interests in Collateral. (a) SusOils Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Credit Agreement Obligations of such Grantor, hereby assigns mortgages, pledges and transfers hypothecates to the Administrative Agent for the benefit of the Secured PartyParties, other than any holder of the Existing Note Obligations in its capacity as such, and hereby grants to the Administrative Agent for the benefit of the Secured PartyParties, other than any holder of the Existing Note Obligations in its capacity as such, a lien on and security interest in, all of the following property now owned or at any time hereafter acquired by it or in which it now has or at any time in the future may acquire any its right, title or and interest in, to and under the Receivables Collateral of such Grantor. (collectively, the “SusOils Collateral”)b) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations: (i) all Accounts; (ii) all As-Extracted Collateral; (iii) all Assigned Agreements; (iv) all Chattel Paper (whether Tangible or Electronic); (v) all Deposit Accounts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures; (ix) all General Intangibles; (x) all Goods not covered by Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the other clauses of this Article III; (xi) all Instruments, including all Promissory Notes; (xii) all Intellectual Property; (xiii) all Inventory; (xiv) all Investment Property not covered by other clauses of this Article III, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto; (xv) all Letter-of-Credit Rights; (xvi) all Permits now or hereafter held in the name, or Administrative Agent for the benefit of, any Grantors; (xvii) all Pledged Debt; (xviii) all Pledged Equity Interests; (xix) all Commercial Tort Claims listed on Schedule III; (xx) all books and records pertaining to the SusOils Collateral; (xxi) to the extent not otherwise included above, all other personal property relating to any of the foregoing (other than any Excluded Asset and any property specifically excluded from any clause in this section aboveSecured Parties, and any property specifically excluded from any defined term used in any clause of this section above); and (xxii) to the extent not otherwise included above, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, that in no event shall the SusOils Collateral include any Excluded Assets. (b) SusOils Pledgor hereby assigns and transfers to, and hereby grants to the Administrative Agent for the benefit of the Secured Party, Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral (other than the Receivables Collateral) of such Grantor; provided, however, that, if and when any property now owned or that at any time hereafter acquired by it or in which it now has or at any time in the future may acquire any right, title or interest (collectively, the “SusOils Pledgor Collateral” and, together with the SusOils constituted Excluded Property becomes Collateral, the Administrative Agent shall have, and at all times from and after the date hereof be deemed to have had, a security interest in such property. (c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, any Lien or security interest granted under this Agreement or any other Loan Document on any Collateral consisting of “Collateralsecurities” (as such term is used in Rule 3-16 of Regulation S-X under the Securities Act or any replacement rule or regulation hereafter adopted (“Rule 3-16 of Regulation S-X”)) of any Subsidiary of the Company shall at all times be limited to the greatest portion of such Collateral that would not require the financial statements for such Subsidiary to be filed under Rule 3-16 of Regulation S-X, as collateral security for and the prompt portion of such Collateral in excess thereof shall be deemed “Excluded Property”; provided, however, that such limitation shall not be applicable (and complete payment and performance when due such Collateral shall not be deemed “Excluded Property”) (whether at stated maturity, by acceleration or otherwisei) if an Event of Default under Section 9.1(f) of the Secured Obligations: (i) all Pledged Stock; Credit Agreement has occurred and is continuing, (ii) all books upon written notice by the Administrative Agent if any other Event of Default has occurred and records pertaining to the SusOils Pledgor Collateral; and is continuing or (iii) if the Company shall cease to be subject to the extent not otherwise included abovecovenants set forth in Section 301 of each Supplemental Indenture (whether as a result of defeasance (legal or covenant), all Proceedsdischarge, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; providedwaiver, that in no event shall the SusOils Pledgor Collateral include (x) any Excluded Assets amendment or (y) any capital stock or other equity interests in SusOils which will be used to satisfy the Exxon Warrant (if exercisedotherwise).

Grants of Security Interests in Collateral. (a) SusOils Each Grantor hereby assigns and transfers to the Secured PartyCollateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured PartyParties, a security interest in, all of the following property now owned or at any time hereafter acquired by it any Grantor or in which it any Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “SusOils Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations: (i) all Accounts; (ii) all As-Extracted Collateral; (iii) all Assigned Agreements; (iv) all Chattel Paper (whether Tangible or Electronic); (v) all Deposit Accounts; (vi) all DocumentsCollateral Accounts and RCF Priority Accounts and, in each case, all amendments, extensions, renewals and replacements thereof whether under the same or a different account number, together with all funds, cash, monies, credit balances, financial assets, investments, Instruments, certificates of deposit, promissory notes and any other property (including any Investments permitted under the Credit Agreement) at any time on deposit therein or credited thereto, all rights to payment or withdrawal therefrom, and all proceeds, accounts receivable, products, accessions, profits, gains and interest thereon of or in respect of any of the foregoing, and all other deposit accounts and securities accounts; (vii) all EquipmentDocuments; (viii) all Equipment; (ix) all Fixtures; (ixx) all General Intangibles; (xxi) all Goods not covered by the other clauses of this Article III; (xixii) all Instruments, including all Promissory Notes; (xiixiii) all Intellectual Property; (xiiixiv) all Inventory; (xivxv) all Investment Property not covered by other clauses of this Article III, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto; (xvxvi) all Letter-of-Credit Rights; (xvixvii) all Permits licenses, permits and other authorizations issued by any Governmental Authority now or hereafter held in the name, or for the benefit of, any Grantors; (xviixviii) all Pledged Debt; (xviiixix) all Pledged Equity Interests; (xixxx) all Commercial Tort Claims listed on Schedule III; (xxxxi) all books and records pertaining to the SusOils Collateral; (xxixxii) to the extent not otherwise included above, all other personal property relating to any of the foregoing (other than any Excluded Asset and any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above); and (xxiixxiii) to the extent not otherwise included above, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, that the Debt Service Reserve Account (as defined in no event the Term Loan Agreement) and all funds on deposit therein or credited thereto shall be solely for the SusOils Collateral include any Excluded Assets. (b) SusOils Pledgor hereby assigns and transfers to, and hereby grants to the Secured Party, a security interest in, all benefit of the following property now owned or at any time hereafter acquired by it or in which it now has or at any time Agents and the Lenders (each as defined in the future may acquire any right, title or interest (collectively, the “SusOils Pledgor Collateral” Term Loan Agreement) and, together with the SusOils Collateralprovided, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations: (i) all Pledged Stock; (ii) all books and records pertaining to the SusOils Pledgor Collateral; and (iii) to the extent not otherwise included above, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; providedfurther, that in no event shall the SusOils Pledgor Collateral include (x) any Excluded Assets or (y) any capital stock or other equity interests in SusOils which will be used to satisfy the Exxon Warrant (if exercised)Assets.