Common use of Assignment and Grant of Security Interest Clause in Contracts

Assignment and Grant of Security Interest. As security for the prompt payment and performance of the Secured Obligations, the Assignor hereby assigns, transfers, conveys and grants to the Administrative Agent, for the benefit of the Secured Creditors, a security interest in, a general lien upon and/or a right of set-off against (whether now owned or hereafter acquired by the Assignor and whether acquired in the United States or elsewhere in the world) all right, title and interest of the Assignor in and to the following, whether now existing or hereafter acquired: (i) all copyrights in any work subject to copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise (including, without limitation, those listed on Schedule A hereto); (ii) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (including, without limitation, those listed on Schedule A to this Agreement); (iii) all reissues, continuations, continuations-in-part, extensions and divisions of any of the foregoing; (iv) all licenses and other agreements relating in whole or in part to any of the foregoing, including all rights to payments in respect thereof; (v) all rights to ▇▇▇ for past, present or future infringements of any of the foregoing; (vi) all goodwill related to any of the foregoing; (vii) to the extent not included above, all general intangibles (as such term is defined in the UCC) of the Assignor related to the foregoing; and (viii) all proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. As security for the prompt payment and performance of the Secured Obligations, the Assignor hereby assigns, transfers, conveys and grants to the Administrative Agent, for the benefit of the Secured Creditors, a security interest in, a general lien upon and/or a right of set-off against (whether now owned or hereafter acquired by the Assignor and whether acquired in the United States or elsewhere in the world) all right, title and interest of the Assignor in and to the following, whether now existing or hereafter acquired: (i) all copyrights in any work subject to copyright laws of the Patents issued by the United States or any other country, whether as author, assignee, transferee or otherwise Patent and Trademark Office (including, without limitation, those listed on Schedule A hereto); (ii) all registrations and applications for registration of any such copyright in Patents to be issued by the United States or any other country, including registrations, recordings, supplemental registrations Patent and pending applications for registration in the United States Copyright Trademark Office (including, without limitation, those listed on Schedule A to this Agreement); (iii) all Patents issued by any other country or any office, agency or other Governmental Authority thereof; (iv) all applications for Patents to be issued by any office, agency or other Governmental Authority referred to in clause (iii) above; (v) all registrations and recordings with respect to any of the foregoing; (vi) all reissues, continuations, continuations-in-part, extensions and divisions of any of the foregoing; (ivvii) all licenses and other agreements relating in whole or in part to any Patents, inventions, processes, production methods, proprietary information or know-how covered by any of the foregoing, including all rights to payments in respect thereof; (vviii) all rights to ▇▇▇ for past, present or future infringements of any of the foregoing; (viix) all goodwill related to any of the foregoing; (viix) to the extent not included above, all general intangibles (as such term is defined in the UCC) of the Assignor related to the foregoing; and (viiixi) all proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. (a) As security for the prompt payment and performance of the Secured ObligationsObligations (as defined in the Security Agreement), the Assignor hereby assigns, transfers, transfers and conveys and grants to the Administrative Agent, for the benefit of the Secured Creditors, a security interest inin and mortgage to Assignee, a general lien upon and/or a right for security purposes, all of set-off against (whether now owned or hereafter acquired by the Assignor and whether acquired in the United States or elsewhere in the world) all Assignor's right, title and interest of in, to and under the Assignor in and to the followingfollowing property, whether now existing or owned or hereafter acquired:, developed or arising (collectively, the "Intellectual Property Collateral"): (i) all copyrights in patents and patent applications, domestic or foreign, all licenses relating to any work subject to copyright laws of the United States or foregoing and all income and royalties with respect to any other country, whether as author, assignee, transferee or otherwise licenses (including, without limitation, those listed on Schedule such patents and patent applications as described in SCHEDULE A hereto); (ii) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (including, without limitation, those listed on Schedule A to this Agreement); (iii) all reissues, continuations, continuations-in-part, extensions and divisions of any of the foregoing; (iv) all licenses and other agreements relating in whole or in part to any of the foregoing, including all rights to payments in respect thereof; (v) all rights to ▇▇▇ for past, present or future infringements of any of the foregoinginfringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (viii) all goodwill related state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoingforegoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to ▇▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (viiiii) to the extent not included above, entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as such term is defined in the UCC) and all intangible intellectual or other similar property of the Assignor related to of any kind or nature, associated with or arising out of any of the foregoingaforementioned properties and assets and not otherwise described above; and (viiiv) all products and proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for the prompt payment and performance of the Secured ObligationsObligations (as defined in the Security Agreement), the Assignor Borrower hereby assigns, transfers, transfers and conveys and grants to the Administrative Agent, for the benefit of the Secured Creditors, a security interest inin and mortgage to Lender, a general lien upon and/or a right for security purposes, all of set-off against (whether now owned or hereafter acquired by the Assignor and whether acquired in the United States or elsewhere in the world) all Borrower's right, title and interest of in, to and under the Assignor in and to the followingfollowing property, whether now existing or owned or hereafter acquired:, developed or arising (collectively, the "Intellectual Property Collateral"): (i) all copyrights in patents and patent applications, domestic or foreign, all licenses relating to any work subject to copyright laws of the United States or foregoing and all income and royalties with respect to any other country, whether as author, assignee, transferee or otherwise licenses (including, without limitation, those listed on Schedule such patents and patent applications as described in SCHEDULE A hereto); (ii) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (including, without limitation, those listed on Schedule A to this Agreement); (iii) all reissues, continuations, continuations-in-part, extensions and divisions of any of the foregoing; (iv) all licenses and other agreements relating in whole or in part to any of the foregoing, including all rights to payments in respect thereof; (v) all rights to ▇▇▇ for past, present or future infringements of any of the foregoinginfringement thereof, all rights arising therefrom and pertaining thereto and all reissues, reexaminations, divisions, continuations, renewals, extensions and continuations-in-part thereof; (viii) all goodwill related state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoingforegoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to ▇▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (viiiii) to the extent not included above, entire goodwill of or associated with the businesses now or hereafter conducted by Borrower connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as such term is defined in the UCC) and all intangible intellectual or other similar property of the Assignor related to Borrower of any kind or nature, associated with or arising out of any of the foregoingaforementioned properties and assets and not otherwise described above; and (viiiv) all products and proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof.

Assignment and Grant of Security Interest. (a) As collateral security for the prompt and com plete payment and performance when due of all of the Secured Lessee Obligations, the Assignor Partnership hereby assigns, transfers, conveys assigns and grants to the Administrative Security Agent, for the benefit of GE Capital and the Secured CreditorsOwner Trustee (and by collateral assignment, the Indenture Trustee), a continuing security interest inof first priority, a general lien upon and/or a right in all of set-off against (whether now owned or hereafter acquired by the Assignor and whether acquired in the United States or elsewhere in the world) all Partnership's right, title and interest in, to and under (i) all Receivables, (ii) all Inventory, (iii) all Equipment, (iv) all General Intangibles, (v) all Contracts and all Contract Rights, (vi) all amounts from time to time held in any checking, savings, deposit or other account of the Assignor Partnership and all investments and securities at any time on deposit in such accounts (including all of the Accounts) and all income or gain earned thereon, (vii) all Governmental Actions, provided, that any Governmental Action which by its terms or by operation of law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein were granted hereunder are expressly excepted and excluded from the Lien and the terms of this Agreement to the followingextent necessary so as to avoid such voidness, voidability, terminability or revocability, (viii) all Fixtures, (ix) without limiting the generality of the foregoing, all other personal property, rights, interests, goods, Instruments, Chattel Paper, Documents, credits, claims, demands and assets of the Partnership whether now existing or hereafter acquired: acquired from time to time, and (ix) any and all copyrights in any work subject to copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise (including, without limitation, those listed on Schedule A hereto); (ii) all registrations additions and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (including, without limitation, those listed on Schedule A to this Agreement); (iii) all reissues, continuations, continuations-in-part, extensions and divisions of any of the foregoing; (iv) all licenses and other agreements relating in whole or in part accessions to any of the foregoing, including all rights to payments in respect thereof; (v) all rights to ▇▇▇ for past, present or future infringements of any of the foregoing; (vi) all goodwill related to any of the foregoing; (vii) to the extent not included aboveimprovements thereto, all general intangibles substitutions and replacements therefor and all products and Proceeds thereof (as such term is defined in the UCC) of the Assignor related to the foregoing; and (viii) all proceeds of any and all of the foregoingabove collectively, the "Collateral"). (b) The security interest granted to the Security Agent, for the benefit of GE Capital and the Owner Trustee, pursuant to this Security Agreement extends to all Collateral of the kind which is the subject of this Security Agreement which the Partnership may acquire at any time during the continuation of this Security Agreement, whether such Collateral is in transit or in the Partnership's, the Security Agent's, the Owner Trustee's, GE Capital's, or any other Person's constructive, actual or exclusive occupancy or possession.

Assignment and Grant of Security Interest. As security for the prompt payment and performance of the Secured Obligations, the Assignor hereby assigns, transfers, conveys and grants to the Administrative Agent, for the benefit of the Secured Creditors, Party a security interest in, a general lien upon and/or a right of set-off against (whether now owned or hereafter acquired by the Assignor and whether acquired in the United States or elsewhere in the world) all right, title and interest of the Assignor in and to the following, whether now existing or hereafter acquired: (i) all copyrights in any work subject to copyright laws of the Patents issued by the United States or any other country, whether as author, assignee, transferee or otherwise Patent and Trademark Office (including, without limitation, those listed on Schedule A hereto);; DB1/ 92447053.4 (ii) all registrations and applications for registration of any such copyright in Patents to be issued by the United States or any other country, including registrations, recordings, supplemental registrations Patent and pending applications for registration in the United States Copyright Trademark Office (including, without limitation, those listed on Schedule A to this Agreement); (iii) all Patents issued by any other country or any office, agency or other Governmental Authority thereof; (iv) all applications for Patents to be issued by any office, agency or other Governmental Authority referred to in clause (iii) above; (v) all registrations and recordings with respect to any of the foregoing; (vi) all reissues, continuations, continuations-in-part, extensions and divisions of any of the foregoing; (ivvii) all licenses and other agreements relating in whole or in part to any Patents, inventions, processes, production methods, proprietary information or know-how covered by any of the foregoing, including all rights to payments in respect thereof; (vviii) all rights to ▇▇▇ for past, present or future infringements of any of the foregoing; (viix) all goodwill good will related to any of the foregoing; (viix) to the extent not included above, all general intangibles (as such term is defined in the UCC) of the Assignor related to the foregoing; and (viiixi) all proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. As security for the prompt payment and performance of the Secured Obligations, the Assignor Borrower hereby assigns, transfers, conveys and grants to the Administrative Agent, for the benefit of the Secured Creditors, Lender a security interest in, a general lien upon and/or a right of set-off against (whether now owned or hereafter acquired by the Assignor Borrower and whether acquired in the United States or elsewhere in the world) all right, title and interest of the Assignor Borrower in and to the following, whether now existing or hereafter acquired: (i) all copyrights in any work subject to copyright laws of the Patents issued by the United States or any other country, whether as author, assignee, transferee or otherwise (including, without limitation, those Patent and Trademark Office listed on Schedule A hereto)to this Agreement; (ii) all registrations and applications for registration of any such copyright in Patents to be issued by the United States or any other country, including registrations, recordings, supplemental registrations Patent and pending applications for registration in the United States Copyright Trademark Office (including, without limitation, those listed on Schedule A to this Agreement); (iii) all Patents issued by any other country or any office, agency or other governmental authority thereof and that are listed on Schedule A to this Agreement; (iv) all applications for Patents to be issued by any office, agency or other governmental authority referred to in clause (iii) above and that are listed on Schedule A to this Agreement; (v) all registrations and recordings with respect to any of the foregoing; (vi) all reissues, continuations, continuations-in-part, extensions and divisions of any of the foregoing; (ivvii) all licenses and other agreements relating in whole of any Patents, inventions, processes, production methods, proprietary information or in part to know-how covered by any of the foregoing, including all rights to payments in respect thereof; (vviii) all rights to ▇▇▇ sue for past, present or future infringements of any of the foregoing; (vi) all goodwill related to any of the foregoing; (viiix) to the extent not included above, all general intangibles (as such term is defined in the UCC) of the Assignor related to Borrower representing the foregoing; and (viii) all proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all of the Secured Obligations, the Assignor Steam Lessee hereby pledges, hypothecates, assigns, transfersgrants, conveys transfers and grants delivers to the Administrative Security Agent, for the benefit of the Secured CreditorsOwner Trustee and GE Capital, a continuing security interest inof first priority, a general lien upon and/or a right in all of set-off against (whether now owned or hereafter acquired by the Assignor and whether acquired in the United States or elsewhere in the world) all Steam Lessee's right, title and interest (including any leasehold interest) in, to and under (i) all Receivables, (ii) all Inventory, (iii) all Equipment, (iv) all General Intangibles, (v) all Contracts and all Contract Rights, (vi) all amounts from time to time held in any checking, savings, deposit or other account of the Assignor Steam Lessee and all investments and securities at any time on deposit in such accounts and all income or gain earned thereon, (vii) all Governmental Actions, provided, that any Governmental Action which by its terms or by operation of law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein were granted hereunder are expressly excepted and excluded from the Lien and the terms of this Security Agreement to the followingextent necessary so as to avoid such voidness, voidability, terminability or revocability, (viii ) all Fixtures, (ix) without limiting the generality of the foregoing, all other personal property, rights, interests, goods, Instruments, Chattel Paper, Documents, credits, claims, demands and assets of the Steam Lessee whether now existing or hereafter acquired: acquired from time to time, and (ix) any and all copyrights in any work subject to copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise (including, without limitation, those listed on Schedule A hereto); (ii) all registrations additions and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (including, without limitation, those listed on Schedule A to this Agreement); (iii) all reissues, continuations, continuations-in-part, extensions and divisions of any of the foregoing; (iv) all licenses and other agreements relating in whole or in part accessions to any of the foregoing, including all rights to payments in respect thereof; (v) all rights to ▇▇▇ for past, present or future infringements of any of the foregoing; (vi) all goodwill related to any of the foregoing; (vii) to the extent not included aboveimprovements thereto, all general intangibles substitutions and replacements therefor and all products and Proceeds thereof (as such term is defined in the UCC) of the Assignor related to the foregoing; and (viii) all proceeds of any and all of the foregoingabove collectively, the "Collateral"). (b) The security interest granted to the Security Agent, for the benefit of the Owner Trustee and GE Capital, pursuant to this Security Agreement extends to all Collateral of the kind which is the subject of this Security Agreement which the Steam Lessee may acquire at any time during the continuation of this Security Agreement, whether such Collateral is in transit or in the Steam Lessee's, the Partnership's, the Security Agent's, the Owner Trustee's, GE Capital's, or any other Person's constructive, actual or exclusive occupancy or possession.