The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract:
(a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends), or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial...
The Security Interests. On and after the Effective Date, each of the Security Documents creates (or after the execution and delivery thereof will create), as security for the obligations secured thereby, a valid and enforceable perfected security interest in and Lien in favor of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under ...
The Security Interests. (A) In order (i) to secure the due and punctual payment of the Note, (ii) to secure the performance of all the obligations of the Debtor contained herein and in the Note and the Assignment, and (iii) to secure the payment of all other future advances to the Debtor by the Secured Party and all other indebtedness, liabilities and obligations of the Debtor to the Secured Party of every kind and description, direct, indirect or contingent, now or hereafter existing, due or to become due (all of the foregoing hereinafter called the "Obligations"), the Debtor hereby grants to the Secured Party a continuing security interest in the following described fixtures and personal property (hereinafter collectively called the "Collateral"): All fixtures and all tangible and intangible personal property of the Debtor, whether now owned or hereafter acquired by the Debtor, or in which the Debtor may now have or hereafter acquire an interest, including without limitation:
(a) all equipment (including all machinery, tools and furniture), all inventory (including all merchandise, raw materials, work in process, finished goods and supplies), motor vehicles and goods, whether now owned or hereafter acquired by the Debtor, or in which the Debtor may now have or hereafter acquire an interest (the "Tangible Collateral");
(b) All accounts, accounts receivable, rights to the payment of money, payment intangibles, other receivables, contract rights, contracts, leases, chattel paper, electronic chattel paper, commercial tort claims, insurance refund claims and other insurance claims and proceeds, and general intangibles of the Debtor (including, without limitation, all tax refund claims, goodwill, going concern value, patents, patent applications, blueprints, designs, computer programs, software, service marks, trademarks, trademark applications, inventions, trade names, customer lists, product lines and research and development), whether now owned or hereafter acquired by the Debtor, or in which the Debtor may now have or hereafter acquire an interest, including, without limitation, all of the Debtor's rights under all present and further authorizations, permits, licenses and franchises heretofore or hereafter granted to the Debtor for the operation of the Debtor's business (including within the definition of Collateral, to the maximum extent permitted by law, all rights incident to appurtenant to such licenses and permits, including, without limitation, the right to receive all proc...
The Security Interests. In order to secure the observance and performance of the covenants and agreements contained herein and in the Purchase Agreement:
The Security Interests. (a) In order to secure the payment and performance of all of the Secured Obligations, the Grantors hereby grant to the Administrative Agent, for the ratable benefit of itself and the Lenders, a continuing security interest in and to all of the Grantors' estate, right, title and interest in and to all of the following property, whether now or hereafter owned or acquired by the Grantors or in which the Grantors now have or hereafter have or acquire any estate, right, title or interest, and whenever located (collectively, along with any other property of any Grantor which may from time to time secure the Secured Obligations, the "Collateral"):
(i) all Accounts;
(ii) all Inventory;
(iii) all Documents;
(iv) all Equipment;
(v) all Fixtures;
(vi) all Instruments;
(vii) all General Intangibles;
(viii) all Investment Property;
(ix) all Vehicles;
(x) all Deposit Accounts;
(xi) all Commercial Tort Claims identified on Schedule V (as such schedule may be amended, restated, supplemented or otherwise modified from time to time);
(xii) all Letter of Credit Rights;
(xiii) all Intellectual Property;
(xiv) all Chattel Paper;
(xv) all money, cash and currency;
(xvi) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any Grantor pertaining to any of the Collateral;
(xvii) All personal property of each Grantor, whether tangible or intangible, not otherwise described above; and
(xviii) All products and Proceeds of all or any of the Collateral described in clauses (i) through (xvii) hereof and all Supporting Obligations given by any Person with respect to any of the foregoing.
(b) The Security Interests are granted as security only and shall not subject the Administrative Agent or any Lender to, or transfer to the Administrative Agent or any Lender, or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith.
The Security Interests. (a) In order to secure (i) payment and performance of all of the obligations of Borrower under the Loan Agreement and under the Note, (ii) the performance of all of the obligations of Debtor to Secured Party contained herein, and (iii) the payment of all other future advances and other obligations of Debtor and /or the Other Borrowers to Secured Party, including, without limitation, any future loans and advances made to Debtor and/or the Other Borrowers by Secured Party prior to, during or following any (a) application by Debtor or any of the Other Borrowers for or consent by Debtor or any of the Other Borrowers to the appointment of a receiver, trustee or liquidator of Debtor or any of the Other Borrowers' property, (b) admission by Debtor or any of the Other Borrowers in writing of its or their inability to pay or failure generally to pay its or their respective debts as they mature, (c) general assignment by Debtor or any of the Other Borrowers for the benefit of creditors, (d) adjudication of Debtor or any of the Other Borrowers as bankrupt or (e) filing by Debtor or any of the Other Borrowers of a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debts, dissolution or liquidation statute, or an answer admitting the material allegations of a petition filed against it in a proceeding under any such law (any of the foregoing shall hereinafter be referred to as a "Bankruptcy Event"), any interest accruing under the Note and/or the Loan Agreement after the commencement of a Bankruptcy Event to the extent permitted by applicable law, and any and all other indebtedness, liabilities and obligations of Debtor and the Other Borrowers to Secured Party of every kind and description, direct, indirect or contingent, now or hereafter existing, due or to become due (all of the foregoing being hereinafter called the "Obligations"), Debtor hereby grants to Secured Party for its benefit a continuing security interest in the following described fixtures and personal property (hereinafter collectively called the "Collateral"): All fixtures and all tangible and intangible personal property of Debtor, whether now owned or hereafter acquired by Debtor, or in which Debtor may now have or hereafter acquire an interest, including, without limitation, (a) all equipment (including all machinery, tools and furniture), in...
The Security Interests. In order to secure the full and punctual payment and performance of the Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Pledgor hereunder:
(A) The Pledgor hereby assigns and pledges to and with the Secured Party and grants to the Secured Party a security interest in the Pledged Securities, and all of its rights and privileges with respect to the Pledged Securities, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing (the "COLLATERAL"). Contemporaneously with the execution and delivery hereof, the Pledgor is delivering the certificates representing the Company Shares in pledge hereunder.
(B) In the event that the Company at any time issues any additional or substitute shares of capital stock of any class or owes any other Debt to the Pledgor, the Pledgor will immediately pledge and deposit with the Secured Party certificates representing all such shares or an instrument evidencing such other Debt as additional security for the Secured Obligations. All such shares and instruments constitute Pledged Securities and are subject to all provisions of this Agreement.
(C) The Security Interests are granted as security only and shall not subject the Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor with respect to any of the Collateral or any transaction in connection therewith.
The Security Interests. In order to secure the full and punctual payment and performance of the Secured Obligations in accordance with the terms of the Credit Agreement, each Grantor hereby pledges, assigns, hypothecates, sets over and conveys to the Administrative Agent on its behalf and on behalf of the Secured Parties and grants to the Administrative Agent on its behalf and on behalf of the Secured Parties a continuing security interest in and to, all of its rights in and to all Collateral now or hereafter owned or acquired by such Grantor or in which such Grantor now has or hereafter has or acquires any rights, and wherever located. The Security Interests are granted as security only and shall not subject the Administrative Agent or any Secured Party to, or transfer to the Administrative Agent or any Secured Party, or in any way affect or modify, any obligation or liability of the Grantor with respect to any Collateral or any transaction in connection therewith.
The Security Interests. Section 2.01 Grant of Security Interests Section 2.02 Security Interests Absolute Section 2.03 Continuing Liability of the Loan Parties
The Security Interests. In order to secure the full and punctual payment of the Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Grantors hereunder:
(A) Each Grantor hereby assigns and pledges to and with the Agent for the benefit of the Banks and grants to the Agent for the benefit of the Banks security interests in the Pledged Securities, and all of its rights and privileges with respect to the Pledged Securities, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing (the "Collateral"). Contemporaneously with the execution and delivery hereof, the Borrower is delivering the intercompany notes constituting the Pledged Instruments and certificates representing the Subsidiary Shares in pledge hereunder.
(B) In the event that any Person becomes an Issuer, or any Issuer at any time issues any additional or substitute shares of capital stock of any class to a Grantor or any other Subsidiary, or issues any substitute note, or owes any other Debt to a Grantor or any other Subsidiary, the relevant Grantor will, or will cause such Subsidiary to take appropriate steps to become a Grantor hereunder (including, in connection therewith, the delivery of appropriate limited recourse guaranties of the Borrower's obligations under the Credit Agreement and legal opinions and the making of appropriate representations and warranties) and to, immediately pledge and deposit with the Agent certificates representing all such shares and such note or an instrument evidencing such other Debt as additional security for the Secured Obligations. All such shares, notes and instruments constitute Pledged Securities and are subject to all provisions of this Agreement.
