Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:
(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;
(ix) all Investment Property;
(x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral;
(xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and
(xii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); 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...
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 order to secure Obligations, including the Obligations under the Secured Guarantee, as applicable, the Grantor grants to the Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located (the “New Collateral”): [describe property being added to the Collateral]2
Grant of Transaction Liens. (a) In order to secure [its Secured Guarantee]4 [the Secured Obligations]5, the Lien Grantor grants to the Collateral Representative 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 (the "NEW COLLATERAL"):
(b) 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 (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.
(c) The foregoing Transaction Liens are granted as security only and shall not subject the Collateral Representative 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 New 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, effective on the date hereof 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 (the “New Collateral”): [describe property being added to the Collateral]1 The security interests granted by the Lien Grantor pursuant hereto shall terminate in accordance with Section 19 of the Security Agreement.
(b) 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 (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.
(c) The foregoing 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 New Collateral or any transaction in connection therewith.
Grant of Transaction Liens. (a) The Borrower, in order to secure the Secured Obligations, each Guarantor signing and delivering a counterpart hereof on the Effective Date and each Guarantor that shall, at any time after the date hereof, become a Guarantor pursuant to Section 18, in order to secure its Secured Guarantee, subject to clause
Grant of Transaction Liens. (a) In order to secure [its Secured Guarantee]3 [the Secured Obligations]4, the Pledgor grants to the Secured Party a continuing security interest in all the following property of the Pledgor, whether now owned or existing or hereafter acquired or arising and regardless of where located (the New Collateral ): [describe property being added to the Collateral]5
(b) 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 (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.
(c) The foregoing Transaction Liens 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 New Collateral or any transaction in connection therewith.
(d) If the Governmental Authority having jurisdiction over any Regulated Subsidiary determines that a pledge of the Equity Interests of such Regulated Subsidiary hereunder constitutes or would constitute the acquisition of or a change of control with respect to such Regulated Subsidiary or any subsidiary thereof as to which the prior approval of such Governmental Authority was required and not obtained or waived, then, immediately upon the relevant Pledgor s receipt of written notice from such Governmental Authority of such determination and without any action on the part of the Secured Party or any other Person, such pledge shall be rendered void ab initio and of no effect, at which time the Pledgor may cause the Regulated Subsidiary to alter its share transfer records to reflect that the pledge has become void. Upon any such occurrence, (i) the Secured Party shall, at such Pledgor s written request and expense, return all certificates representing such Equity Interest to such Pledgor and execute and 3 Delete bracketed words if the Pledgor is the Borrower.
Grant of Transaction Liens. (a) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18 to be secured by Transaction Liens on Corp. Equity Collateral (defined below) pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Senior Secured Parties a continuing security interest, subordinate to all Liens granted under the Senior Security Agreement, with the priority in respect of proceeds of Collateral specified in Section 11, in all the following property of QSC (collectively, the "Corp. Equity Collateral"), whether now owned or existing or hereafter acquired or arising and regardless of where located:
(i) Corp. Equity Interests;
(ii) all rights and privileges of QSC with respect to Corp. Equity Interests, and all dividends, distributions and other payments with respect to such Corp. Equity Interests; and
(iii) all Proceeds of the Collateral described in the foregoing clauses (i) and (ii).
(b) QSC, (x) in order to secure its QSC Notes Secured Obligations, grants to the Collateral Agent for the benefit of the QSC Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, (y) in order to secure its Existing 2008 Notes Secured Obligations, grants to the Collateral Agent for the benefit of the Existing 2008 Notes Trustee a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, and (z) in order to secure its Additional Pari Passu Secured Obligations (if any) that are designated in accordance with Section 18 to be secured by Transaction Liens on Corp. Equity Collateral pursuant to this Agreement, grants to the Collateral Agent for the benefit of the Additional Pari Passu Secured Parties a continuing security interest, subordinate to all Liens securing Senior Secured Obligations whether now existing or granted in the future, with the priority in respect of proceeds of Collateral specified in Section 11, in each case, in all of the Corp. Equity Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located.
(c) QSC, in order to secure its Additional Senior Secured Obligations (if any) designated in accordance with Section 18...
Grant of Transaction Liens. (a) Subject to clause (d) of this Section 3, the Borrower, in order to secure the Secured Obligations, and each Guarantor other than the AIA SPV and the ALICO SPV, in order to secure its Secured Guarantee, grants to each Secured Party a continuing security interest in all the following property of the Borrower or such Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:
(i) all Designated Interests;
(ii) all indebtedness for borrowed money owed by any Designated Entity;
(iii) all Equity Interests of the AIA SPV and the ALICO SPV;
(iv) all Securities and Instruments evidencing any of the Collateral described in the foregoing clauses (i) through (iii);
(v) all Intellectual Property that (1) is used exclusively by any Designated Entity or its subsidiaries or (2) otherwise relates exclusively to any Designated Entity or its subsidiaries, is required to operate such Designated Entity or its subsidiaries and is not comprised of off-the-shelf computer software which is generally available on nondiscriminatory pricing terms;
(vi) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) that (1) are used exclusively by any Designated Entity or its subsidiaries or (2) otherwise relate exclusively to any Designated Entity or its subsidiaries, are required to operate such Designated Entity or its subsidiaries and are not comprised of off-the-shelf computer software which is generally available on nondiscriminatory pricing terms;
(vii) all General Intangibles related to any rights under any contract (but only to the extent that such rights are not prohibited to be assigned by the Borrower or the Guarantor, as applicable, by the express terms of such contract) to sell, transfer or otherwise dispose of the Collateral described in the foregoing clauses (i) through (vi), including, without limitation, the rights that are expressly assignable pursuant to Section 11.06 of the Star-Edison Purchase Agreement;
(viii) any property set forth on Schedule 2 to the extent not captured by the foregoing clauses (i) through (vii); and
(ix) all Proceeds of the Collateral described in the foregoing clauses (i) through (viii) other than (A) if, at the time of receipt of any Net Proceeds of the ILFC Interests, Aggregate Liquidity is less than $6,000,000,000 or such other amount as shall be agreed in writing by Borrower and the Rights Holder ...
Grant of Transaction Liens. (a) In order to secure [its Secured Guarantee](3) [the Secured Obligations](4), 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 (the "NEW COLLATERAL"): [describe property being added to the Collateral](5)
