Grant and Description. In order to secure the full and complete payment and performance of the Obligations when due, the Company hereby grants to each Secured Party, subject to the Permitted Liens, a first priority security interest in all of the Company’s rights, titles, and interests in and to the Collateral (the “Security Interest”) and subject to the Permitted Liens, pledges, collaterally transfers, and assigns the Collateral to the Secured Parties, all upon and subject to the terms and conditions of this Security Agreement; provided, however, that each Secured Party shall subordinate from time to time upon the Company’s request its Security Interests granted in such Collateral to any Lien(s) granted by the Company or any of its Subsidiaries to unaffiliated third parties which constitutes Permitted Liens contemplated within clauses (v) through (vii) of the definition of Permitted Liens. If the grant, pledge, or collateral transfer or assignment of any specific item of the Collateral is expressly prohibited by any contract or by law, then the Security Interest created hereby nonetheless remains effective to the extent allowed by such contract, the UCC or other applicable laws, but is otherwise limited by that prohibition. The Security Interest granted herein shall terminate in accordance with Section 9.1 hereof.
Grant and Description. As security for the Borrower’s obligations under this Agreement, the Purchase Agreement and the Notes (collectively, the “Transaction Documents”), the Borrower hereby grants to each Secured Party a continuing first priority security interest in and Lien (as defined in the Notes) upon, and pledges to each Secured Party, all of the Borrower’s right, title and interest in, to and under all of the Borrower’s assets (other than Excluded Assets (as defined below), now owned or hereafter acquired, including, without limitation, all of the following property and interests in property of the Borrower (collectively and each individually, the “Collateral”):
Grant and Description. As security for the Debtor's obligations under the Purchase Agreement and the Notes, the Debtor hereby grants to the Secured Party a continuing first priority security interest in all of the Debtor's right, title and interest in, to and under all of the property of Debtor listed and described in EXHIBIT A attached hereto (the "Collateral"). Notwithstanding the foregoing, such grant of a security interest shall not extend to, and the term "Collateral" shall not include: (a) any rights in any general intangibles representing rights under agreements between the Debtor and any other party (other than agreements between a Debtor and a subsidiary or parent entity of such Debtor), which are now or hereafter held by the Debtor as lessee, licensee or otherwise, only 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 agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the other party thereto and (ii) such consent has not been obtained, and (b) any capital stock or other ownership interests held by Debtor of any foreign subsidiary to the extent that the pledge of such capital stock or other ownership interests would trigger the "deemed dividend" rules of Section 900 et. seq. of the Internal Revenue Code of 1986, as amended. In furtherance of the foregoing, the Debtor shall promptly take all actions necessary or otherwise reasonably requested by the Secured Party to perfect the Secured Party's security interest in the capital stock and other ownership interests of all of the Debtor's subsidiaries (including, without limitation, pledging all such capital stock and ownership interests to the Secured Party pursuant to a pledge agreement that is in form and substance satisfactory to the Secured Party, and delivering the certificates representing such capital stock and ownership interests to the Secured Party); provided, however, the Debtor shall not be obligated to pledge the capital stock or other ownership interests held by Debtor of any foreign subsidiary to the extent that the pledge of such capital stock or other ownership interests would trigger the "deemed dividend" rules of Section 900 et. seq. of the Internal Revenue Code of 1986, as amended.
Grant and Description. MTIX, as principal debtor and not just as surety, covenants with the Collateral Agent to pay or discharge on demand the Obligations if the Corporation fails itself to discharge the Obligations when due in accordance with their terms. In order to secure the full and complete payment and performance of the Obligations when due, MTIX hereby grants to the Collateral Agent (as trustee for the benefit of the Secured Parties), subject to the Permitted Liens as beneficial owner, (a) a first fixed charge over all the assets forming part of the Collateral described in paragraph (a)(i) of Section 1(a) above (Intellectual Property) and (b) by way of floating charge, all the Collateral other than any part of the Collateral which is for the time being effectively charged hereunder by way of fixed charge pursuant to (a) above (“Floating Charge Property”) (together the “Security Interest”) for the benefit of the Secured Parties, all upon and subject to the terms and conditions of this Security Agreement. If the grant, pledge, or collateral transfer or assignment of any specific item of the Collateral is expressly prohibited by any contract or by law, then the Security Interest created hereby nonetheless remains effective to the extent allowed by such contract or other applicable laws, but is otherwise limited by that prohibition.
Grant and Description. In order to secure the full and complete payment and performance of the Obligations when due, the Company hereby grants to each Secured Party a subordinated security interest in all of the Company’s rights, titles, and interests in and to the Collateral (the “Security Interest”) and subject to the Permitted Liens and the rights of the holders of the Senior Indebtedness, pledges, collaterally transfers, and assigns the Collateral to the Secured Parties, all upon and subject to the terms and conditions of this Security Agreement. If the grant, pledge, or collateral transfer or assignment of any specific item of the Collateral is expressly prohibited by any contract or by law, then the Security Interest created hereby nonetheless remains effective to the extent allowed by such contract, the UCC or other applicable laws, but is otherwise limited by that prohibition.
Grant and Description. (a) As security for the Obligor’s obligations under this Agreement, the Securities Purchase Agreement and the Debentures (collectively, the “Transaction Documents”), the Obligor hereby agrees that, immediately and automatically upon the occurrence of a Springing Lien Event (as hereinafter defined), the Obligor shall (i) be deemed to have granted to each Secured Party a first priority security interest in and Lien upon, and pledged to each Secured Party, all of the Obligor’s right, title and interest in, to and under the Collateral (as hereinafter defined); and (ii) in the event that the Obligor assigns its rights to purchase the equity interests of GES from General Motors and Giner, Inc. to an Affiliate, cause such Affiliate to grant to each Secured Party a first priority security interest in and Lien upon, and pledge to each Secured Party, all of its right, title and interest in, to and under the Collateral. If a Springing Lien Event described in clause (i) of the definition of “Springing Lien Event” occurs and such security interest is deemed to have been granted, the security interest shall remain in effect until the Common Stock is and remains listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange (or trading shall have resumed thereon if suspended) for six consecutive months; provided, however, that any subsequent delisting or trading suspension will again constitute a Springing Lien Event.
Grant and Description. As security for the Debtor’s obligations under the Purchase Agreement and the Convertible Debentures, the Debtor hereby grants to the Secured Party a continuing security interest in the property of the Debtor, and each of them, listed and described in Schedule A attached hereto (the “Collateral”). The Debtor shall execute UCC-1 Financing Statements suitable for filing and/or recording with the appropriate filing offices promptly after acquiring an interest in the Collateral.
Grant and Description. As security for the Borrower’s and Guarantor’s obligations under this Agreement, the Purchase Agreement, the Debentures, the Mortgage and the Subsidiary Guaranty (collectively, the “Transaction Documents”), the Guarantor hereby grants to each Secured Party a continuing first priority security interest in all of the Guarantor’s right, title and interest in, to and under the “Collateral,” which shall mean: (A) the Special Proceeds Accounts (as hereinafter defined), (B) the assets and properties described on Exhibit A hereto, and (C) the assets and properties described on Exhibit B hereto (the “Loaned Equipment”).
Grant and Description. As security for the Obligors' obligations under this Agreement, the Purchase Agreement, the Note, the Subsidiary Guaranty and the other Transaction Documents, each Obligor hereby grants to the Secured Party a continuing first priority security interest in and Lien upon, and pledges to the Secured Party, all of such Obligor's right, title and interest in, to and under all of such Obligor's assets, now owned or hereafter acquired for so long as the Obligations (as defined herein) are outstanding, including, without limitation, all of the following property and interests in property of such Obligor; provided, however, that Permitted Liens which have been imposed with respect to advances made to TAG Parent by film distributors prior to the date of this Agreement and listed on Schedule I hereto shall rank prior to the Liens granted to the Secured Party hereunder (such Permitted Liens being referred to herein as the "Prior Permitted Liens") (collectively and each individually, the "COLLATERAL"):
Grant and Description. In order to secure the full and complete payment and performance of the Obligations when due, the Company hereby grants to the Collateral Agent (as defined below) for the benefit of each Secured Party, subject to the Permitted Liens, a first priority security interest in all of the Company’s rights, titles, and interests in and to the Collateral (the “Security Interest”) and subject to the Permitted Liens, pledges, collaterally transfers, and assigns the Collateral to the Collateral Agent for the benefit of the Secured Parties, all upon and subject to the terms and conditions of this Security Agreement; provided, however, that the Collateral Agent and each Secured Party shall subordinate from time to time upon the Company’s request its Security Interests granted in such Collateral to any Lien(s) granted by the Company or any of its Subsidiaries to unaffiliated third parties which constitutes Permitted Liens contemplated within clauses (h) through (j) of the definition of Permitted Liens. If the grant, pledge, or collateral transfer or assignment of any specific item of the Collateral is expressly prohibited by any contract or by law, then the Security Interest created hereby nonetheless remains effective to the extent allowed by such contract, the UCC or other applicable laws, but is otherwise limited by that prohibition. The Security Interest granted herein shall terminate in accordance with Section 8.1 hereof.
