Borrower Collateral. It is and shall continue to be the sole owner of the Borrower Collateral; Borrower is fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of the Borrower Collateral to Lender; all documents and agreements related to the Borrower Collateral shall be true and correct and in all respects what they purport to be; all signatures and endorsements that appear thereon shall be genuine and all signatories and endorsers shall have full capacity to contract; none of the transactions underlying or giving rise to the Borrower Collateral shall violate any applicable state or federal laws or regulations; all documents relating to the Borrower Collateral shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; and Borrower agrees to defend the Borrower Collateral against the claims of all persons other than Lender.
Borrower Collateral. As security for all indebtedness of Borrower to Bank under this Agreement and the other Loan Documents, Borrower has heretofore granted, and hereby confirms its grant to Bank of, Liens of first priority in all of Borrower’s personal property, including all accounts, rights to payment, general intangibles (including patents and patent applications), chattel paper, deposit accounts, instruments, documents, inventory, equipment, furniture, fixtures and products and proceeds of all of the foregoing.
Borrower Collateral. The Obligations (together with all indebtedness, obligations and duties of Borrower to Bank arising under or in connection with the Existing Term Note, the Term Credit Agreement, the Term Facility Note or any other Credit Documents, as that term is defined in the Term Credit Agreement, as more particularly described in the Existing Term Note and the Credit Documents defined and described in the Term Credit Agreement) shall be secured at all time by a perfected, first priority security interest in all of the Borrower Collateral. Without limiting the generality of the preceding sentence, the Obligations shall be secured at all times by a perfected (both by filing and possession by Bank of the related Equity Certificates), first-priority security interest in and pledge of all of the Capital Securities of each Project Subsidiary.
Borrower Collateral. 4.21.1 As of the Closing Date, (a) all filings, recordings and other actions required to provide Administrative Agent, for the benefit of the Secured Parties, with a valid and perfected security interest in the Borrower Collateral in existence as of the Closing Date (other than Borrower Collateral in which a security interest can be perfected by possession), subject to no Liens other than Borrower Permitted Liens, are described in Part I of Exhibit D-5 and have been taken, and (b) all Borrower Collateral in existence as of the Closing Date in which a security interest can be perfected by possession has been delivered to Administrative Agent.
Borrower Collateral. (a) The grant of the Lien of any of the Borrower Collateral Documents shall fail in any material respect to provide a perfected Lien in favor of Administrative Agent for the benefit of the Secured Parties on any of the Borrower Collateral with the priority purported to be created thereby, and Borrower shall fail to cure any such failure within 15 days after Borrower becomes aware thereof or receives written notice thereof from Administrative Agent, or (b) Administrative Agent shall receive a Secretary of State Report indicating that Administrative Agent's security interest in any of the Borrower Collateral is not prior to all other security interests or other interests reflected in such report, other than Borrower Permitted Liens, and Borrower shall fail to cure such condition within 15 days after Borrower becomes aware thereof or receives written notice thereof from Administrative Agent.
Borrower Collateral. The Obligations (together with all indebtedness, obligations and duties of Borrower to Bank arising under or in connection with the Term Credit Agreement, or any other Credit Documents, as that term is defined in the Term Credit Agreement) shall be secured at all time by a perfected, first priority security interest in all of the Borrower Collateral. Without limiting the generality of the preceding sentence, the Obligations shall be secured at all times by a perfected (both by filing and possession by Bank of the related Equity Certificates), first-priority security interest in and pledge of all of the Capital Securities of each Project Subsidiary.
Borrower Collateral. The Obligations (together with all indebtedness, obligations and duties of Borrower to Bank arising under or in connection with the Existing Term Note, the Revolving Note, the Revolving Credit Agreement, any Term Note, as that term is defined in the Revolving Credit Agreement, and any other Credit Documents, as that term is -15- defined in the Revolving Credit Agreement, all as more particularly described in the Revolving Credit Agreement) shall be secured at all time by a perfected, first priority security interest in all of the Borrower Collateral. Without limiting the generality of the preceding sentence, the Obligations shall be secured at all times by a perfected (both by filing and possession by Bank of the related Equity Certificates), first-priority security interest in and pledge of all of the Capital Securities of each Subsidiary.
Borrower Collateral. In order to secure the due payment and performance by the Borrower of all of the Obligations of the Borrower to the Lender, the Borrower shall grant to the Lender a Lien on all of the Borrower Collateral by the execution and delivery to the Lender of the Security Agreement.
Borrower Collateral. As security for the timely payment of all principal and accrued interest under this Agreement and the Note, the Borrower agrees to grant to the Lender, for the benefit of the Lender, a continuing security interest in all of the Borrower’s assets, tangible or intangible, whether now owned or hereafter acquired, and any and all additions, attachments, accessories and accessions to any such assets, any and all substitutions, replacements or exchanges therefor and any and all proceeds from the sale or transfer thereof and any and all other proceeds (including insurance proceeds) thereon, and in connection therewith, shall enter into a pledge and security agreement in the form attached hereto as Exhibit B (the “Esquire Pledge Agreement”) simultaneously herewith for the benefit of the Lender; provided, however, that the Esquire Pledge Agreement shall provide that if the Second Closing occurs, the security granted pursuant to the Esquire Pledge Agreement shall be released as of the Second Closing.
Borrower Collateral. To secure the full and timely payment and performance of all of the Obligations, Borrower hereby pledges, assigns and grants to Bank a continuing security interest in all of the Borrower Collateral. Prior to the making of the Loan, Borrower shall execute and deliver to Bank the Collateral Note Assignment in the form of Exhibit C hereto. Upon receipt of the AHC Consent, Borrower shall execute and deliver to Bank the Pledge Agreement in the form of Exhibit D hereto.
