Common use of Xxxxx of Security Interest Clause in Contracts

Xxxxx of Security Interest. As security for the payment and performance of the Secured Obligations, each Grantor hereby grants to the Lender, for itself and on behalf of and for the ratable benefit of the other Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under all of its personal property, wherever located and whether now existing or owned or hereafter acquired or arising, including the following property (collectively, the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims; (iv) all Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all General Intangibles; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (xi) all Letter-of-Credit Rights; and (xii) all money, all products and Proceeds of any and all of the foregoing, and all Supporting Obligations of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any Intellectual Property except for any and all of the following (which shall be part of the Collateral hereunder): the Proceeds of any and all of the Intellectual Property, including Proceeds from the sale, licensing or other disposition of the Intellectual Property; all Accounts and other Rights to Payment arising from or out of any Intellectual Property; and all General Intangibles consisting of Proceeds and other Rights to Payment arising from or out of any Intellectual Property. Notwithstanding the prior sentence, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in any such Proceeds, other Rights to Payment, Accounts and General Intangibles arising from or out of any Intellectual Property, then the Collateral shall automatically, and effective as of the Closing Date, include the Intellectual Property to the extent necessary to permit perfection of the Lender’s security interest in such Proceeds, other Rights to Payment, Accounts and General Intangibles.

Xxxxx of Security Interest. As You grant to each XX Xxxxxx Entity a continuing security interest in and lien upon and assign to each XX Xxxxxx Entity all of your rights, title and interests to: (a) any account maintained for you by or with any XX Xxxxxx Entity; (b) all property now or hereafter credited to or held in any such account or otherwise held, or carried by or through, or subject to the control of any XX Xxxxxx Entity or agent thereof, including all margin, Securities, Securities Accounts, monies, Commodity Contracts, Commodity Accounts and Investment Property (including all Financial Assets and Instruments) whether fully paid or otherwise; (c) all rights you have in any Obligation of any XX Xxxxxx Entity, all rights you have in or to any Activity, and all rights you have in any unsettled transactions; and (d) all Proceeds of or distributions on any of the foregoing (collectively, clauses (a) through (d), other than the Excluded Assets, “Margin”), as security and margin for the payment and performance of each of your Obligations to each XX Xxxxxx Entity; provided, however, that with respect to any English Law Master Agreement, XX Xxxxxx’x security interest shall be subject to any netting, offset and recoupment rights under the Secured ObligationsEnglish Law Master Agreement. The description of any property that is Margin contained in any Activity is incorporated into this Agreement as if fully set forth herein and constitutes Margin hereunder. Each item of property, each Grantor hereby grants to the Lender, for itself and on behalf of and for the ratable benefit of the other Secured Partiesincluding Investment Property, a security interest Security, a general intangible, contract rights, an Instrument and cash, held in all of such Grantor’s right, title and interest in, or credited to and under all of its personal property, wherever located and whether now existing or owned or hereafter acquired or arising, including the following property (collectively, the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims; (iv) all Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all General Intangibles; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (xi) all Letter-of-Credit Rights; and (xii) all money, all products and Proceeds of any and all of the foregoing, and all Supporting Obligations of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any Intellectual Property except for any and all of the following (which Securities Account at a Securities Intermediary shall be part of the Collateral hereunder): the Proceeds of any and all of the Intellectual Property, including Proceeds treated as a Financial Asset. Prepared by BP for MM from the sale, licensing or other disposition of the Intellectual Property; all Accounts and other Rights to Payment arising from or out of any Intellectual Property; and all General Intangibles consisting of Proceeds and other Rights to Payment arising from or out of any Intellectual Property. Notwithstanding the prior sentence, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in any such Proceeds, other Rights to Payment, Accounts and General Intangibles arising from or out of any Intellectual Property, then the Collateral shall automatically, and effective as of the Closing Date, include the Intellectual Property to the extent necessary to permit perfection of the Lender’s security interest in such Proceeds, other Rights to Payment, Accounts and General Intangibles.Standard Form IAA 2012-10-01

Xxxxx of Security Interest. As You grant to each XX Xxxxxx Entity a continuing security interest in and lien upon and assign to each XX Xxxxxx Entity all of your rights, title and interests to: (a) any account maintained for you by or with any XX Xxxxxx Entity; (b) all property now or hereafter credited to or held in any such account or otherwise held, or carried by or through, or subject to the control of any XX Xxxxxx Entity or agent thereof, including all margin, Securities, Securities Accounts, monies, Commodity Contracts, Commodity Accounts and Investment Property (including all Financial Assets and Instruments) whether fully paid or otherwise; (c) all rights you have in any Obligation of any XX Xxxxxx Entity, all rights you have in or to any Activity, and all rights you have in any unsettled transactions; and (d) all Proceeds of or distributions on any of the foregoing (collectively, clauses (a) through (d), other than the Excluded Assets, “Margin”), as security and margin for the payment and performance of each of your Obligations to each XX Xxxxxx Entity; provided, however, that with respect to any English Law Master Agreement, XX Xxxxxx’x security interest shall be subject to any netting, offset and recoupment rights under the Secured ObligationsEnglish Law Master Agreement. The description of any property that is Margin contained in any Activity is incorporated into this Agreement as if fully set forth herein and constitutes Margin hereunder. Each item of property, each Grantor hereby grants to the Lender, for itself and on behalf of and for the ratable benefit of the other Secured Partiesincluding Investment Property, a security interest Security, a general intangible, contract rights, an Instrument and cash, held in all of such Grantor’s right, title and interest in, or credited to and under all of its personal property, wherever located and whether now existing or owned or hereafter acquired or arising, including the following property (collectively, the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims; (iv) all Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all General Intangibles; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (xi) all Letter-of-Credit Rights; and (xii) all money, all products and Proceeds of any and all of the foregoing, and all Supporting Obligations of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any Intellectual Property except for any and all of the following (which Securities Account at a Securities Intermediary shall be part of the Collateral hereunder): the Proceeds of any and all of the Intellectual Property, including Proceeds treated as a Financial Asset. JG from the sale, licensing or other disposition of the Intellectual Property; all Accounts and other Rights to Payment arising MM from or out of any Intellectual Property; and all General Intangibles consisting of Proceeds and other Rights to Payment arising from or out of any Intellectual Property. Notwithstanding the prior sentence, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in any such Proceeds, other Rights to Payment, Accounts and General Intangibles arising from or out of any Intellectual Property, then the Collateral shall automatically, and effective as of the Closing Date, include the Intellectual Property to the extent necessary to permit perfection of the Lender’s security interest in such Proceeds, other Rights to Payment, Accounts and General Intangibles.Standard Form IAA 2012-10-01

Xxxxx of Security Interest. As security for To secure the payment and performance of the Secured Company's obligations hereunder and under the Notes, (including all renewals, extensions, restructurings and refinancings of any or all of the Company's obligations under the Notes), including the re-payment of principal of and the payment of interest on such Notes and all costs and expenses accrued or incurred in connection therewith ("Obligations"), each Grantor subject to the last sentence of this Section 5(a) the Company hereby grants to the Lender, Purchasers for itself and on behalf of and for the ratable benefit of the other Secured Partiestheir pro rata benefit, a first priority perfected security interest and continuing Lien in and to all of such Grantor’s right, title and interest inof the Company in the following property of the Company, to and under all of its personal property, wherever located and whether now owned or existing or owned or hereafter acquired or arisingarising and regardless of where located (all being collectively referred to as the "Collateral"): (A) accounts (as defined in the Uniform Commercial Code in effect on the date hereof in the State of New York (the "UCC"), and all guaranties and security therefor, and all goods and rights represented thereby or arising therefrom including the following property rights of stoppage in transit, replevin and reclamation; (collectivelyB) inventory (as defined in the UCC); (C) general intangibles (as defined in the UCC); (D) documents (as defined in the UCC) or other receipts covering, evidencing or representing goods; (E) instruments (as defined in the UCC); (F) chattel paper (as defined in the UCC); (G) equipment (as defined in the UCC), other than leased equipment; (H) Intangibles, consisting of the rights of the Company or its subsidiaries as licensees to use Intangibles; (I) all sublicenses of any licenses to use Intangibles; (J) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to Collateral or are otherwise necessary or helpful in the collection thereof or realization thereon; and (K) proceeds, cash and non-cash, of all or any of the Collateral, including, without limitation, the “proceeds of any insurance policies covering any of the Collateral”): . Notwithstanding the foregoing provisions of this Section 5(a), (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims; (iv) all Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all General Intangibles; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (xi) all Letter-of-Credit Rights; and (xii) all money, all products and Proceeds of any and all of the foregoing, and all Supporting Obligations of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any Intellectual Property except for any and all of property with respect to which the following (which shall be part of the Collateral hereunder): the Proceeds of any and all of the Intellectual Property, including Proceeds Company is prohibited by law from the sale, licensing or other disposition of the Intellectual Property; all Accounts and other Rights to Payment arising from or out of any Intellectual Property; and all General Intangibles consisting of Proceeds and other Rights to Payment arising from or out of any Intellectual Property. Notwithstanding the prior sentence, if a judicial authority (including a U.S. Bankruptcy Court) holds that granting a security interest in such property for as long as the underlying Intellectual Property Company is necessary so prohibited by law (the "Prohibited Collateral") and (ii) the Company and its subsidiaries may grant licenses or sublicenses of the Intangibles to have a security interest third parties or to one another in the ordinary course of the Company's or such subsidiaries' business, and each of the Purchasers hereby agrees that the rights of any licensee or sublicensee in any such Proceeds, other Rights to Payment, Accounts and General Intangibles arising from so licensed or out of any Intellectual Property, then the Collateral sublicensed shall automatically, and effective as be free of the Closing Datesecurity interest created under this Agreement, include except that the Intellectual Property Purchasers shall be granted a first priority perfected security interest and continuing Lien in and to all amounts which may become due and owing to the extent necessary Company under each of such licenses or sublicenses, which amounts shall be deemed Collateral hereunder. The Company represents and warrants to permit perfection of each Purchaser that it does not presently have any Prohibited Collateral. The Company shall immediately notify the Lender’s Purchasers when any Collateral becomes Prohibited Collateral. The Company will not grant any security interest or Lien to any other person in such Proceeds, other Rights to Payment, Accounts and General IntangiblesProhibited Collateral.

Xxxxx of Security Interest. As security for the prompt and complete payment and performance when due (whether on the payment dates or otherwise) of all the Secured Obligations, each Grantor hereby Borrower grants to the Lender, for itself and on behalf of and for the ratable benefit of the other Secured Parties, Agent a security interest in all of such GrantorBorrower’s right, title title, and interest in, to and under all of its Borrower’s personal property, wherever located property and other assets including without limitation the following (except as set forth herein) whether now existing or owned or hereafter acquired or arising, including the following property (collectively, the “Collateral”): (ia) all AccountsReceivables; (iib) all Chattel PaperEquipment; (iiic) all Commercial Tort ClaimsFixtures; (ivd) all General Intangibles, (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (vh) all DocumentsCash; (vii) all Equipment; (vii) all General Intangibles; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (xi) all Letter-of-Credit RightsGoods; and (xii) all moneyother tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, 18 212788652 v9 263757953 v7 Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and, to the extent not otherwise included, all products and Proceeds of any each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, and all Supporting Obligations of any and all of the foregoing. Notwithstanding the foregoinghowever, that the Collateral shall not be deemed include all Accounts and General Intangibles that consist of rights to include any Intellectual Property except for any payment and all of the following (which shall be part of the Collateral hereunder): the Proceeds of any and all of the Intellectual Property, including Proceeds proceeds from the sale, licensing or other disposition of all or any part, or rights in, the Intellectual Property; all Accounts and other Property (the “Rights to Payment arising from or out of any Intellectual Property; and all General Intangibles consisting of Proceeds and other Rights to Payment arising from or out of any Intellectual PropertyPayment”). Notwithstanding the prior sentenceforegoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in any such Proceeds, other the Rights to Payment, Accounts and General Intangibles arising from or out of any Intellectual Property, then the Collateral shall automatically, and effective as of the Closing Datedate of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of the LenderAgent’s security interest in such Proceeds, other the Rights to Payment, Accounts and General Intangibles.