Grant of Security and Pledge. Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, assigns, pledges and sets over to Collateral Agent for its benefit and the ratable benefit of Noteholders, and hereby grants to Collateral Agent for its benefit and the ratable benefit of Noteholders a perfected pledge and security interest in, all of Grantor' right, title and interest in and to the following (the "COLLATERAL"):
Grant of Security and Pledge. Each of the Grantors hereby transfers, grants, bargains, sells, conveys, hypothecates, assigns, pledges and sets over to the Agent for its benefit and the ratable benefit of the Banks and hereby grants to the Agent for its benefit and the ratable benefit of the Banks, a perfected pledge and security interest in all of each Grantors' right, title and interest in and to the following (the "Collateral"), which pledge and security interest shall be subject to the priorities set forth in Section 2.23 of the Credit Agreement:
Grant of Security and Pledge. As security for the Obligations (as hereinafter defined), Pledgor hereby delivers, assigns, pledges, sets over and grants to the Secured Party a first priority security interest in, all of its right, title and interest, whether now existing or hereafter arising or acquired, in and to any and all limited liability company membership interests of the Company, as more fully described on Exhibit A hereto, which is executed by an authorized person of the Pledgor (the “Collateral”).
Grant of Security and Pledge. Each of the Grantors hereby grants and pledges to the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, a perfected Lien on and security interest in all of each Grantor’s right, title and interest in and to the following (the “Collateral”), which Lien and security interest shall be subject to the priorities set forth in the DIP Refinancing Order:
Grant of Security and Pledge. Subject to entry of the Final ---------------------------- Order, each of the Grantors hereby transfers, grants, bargains, sells, conveys, hypothecates, assigns, pledges and sets over to the Agent for its benefit and the ratable benefit of the Lenders, and hereby grants to the Agent for its benefit and the ratable benefit of the Lenders a perfected pledge and security interest in, all of the Grantors' right, title and interest in and to the following (the "Collateral"), which pledge and security interest shall be (x) ---------- junior to valid and perfected Liens permitted pursuant to clauses (i) and (ii) of Section 6.1 of the Credit Agreement, provided that upon repayment of all -------- Indebtedness under the Existing Agreement, the Obligations of the Borrowers hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.3(v) of the Credit Agreement shall automatically be secured, pursuant to Section 364(c)(2) of the Bankruptcy Code, by a perfected first priority Lien (subject to valid and perfected Liens permitted pursuant to clauses (i) and (ii) of Section 6.1 of the Credit Agreement) on all property of the Borrowers that then secures the Existing Agreement, and (y) subject to the Carve-Out:
Grant of Security and Pledge. To induce the Lender to make the Borrowings, as security for the full, prompt and complete payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (including, without limitation, the obligation of the Borrower to reimburse the Buyer's expenses and pay to the Buyer the Termination Fee (as defined in the Merger Agreement) in accordance with Section 8.03 of the Merger Agreement; provided that, without otherwise limiting the grant of the security interest hereunder with respect to the other Obligations, only $2.0 million of the $5.0 million Termination Fee shall be an "Obligation" secured hereby in the event such Termination Fee is payable in connection with an In-Court Transaction (as defined in the Merger Agreement)), each Grantor hereby pledges to the Lender and grants to the Lender a security interest in all presently owned and hereafter acquired assets and properties of the Grantors to the maximum extent permitted by regulatory law (collectively, the "Collateral"), including without limitation, Accounts, Pledged Collateral, instruments (including, without limitation, promissory notes), chattel paper, documents, warehouse receipts, Inventory, Equipment, General Intangibles related to the Collateral, Intellectual Property, and all proceeds and products of any of the foregoing (including insurance proceeds), in any form, including, without limitation, any claims against third parties for loss or damage to or destruction of any or all of the foregoing; and Notwithstanding the foregoing or any other provision of this Agreement, in those states where a Grantor is subject to regulation as a public utility as set forth on Schedule 5 annexed hereto ("Excepted States") such that an approval or other regulatory filing is required with such state's public service commission or its equivalent in connection with the pledge and/or security interests contemplated under this Agreement, the pledge or grant of the security interest in Grantor's Collateral located in such Excepted States shall be conditioned on and not valid until the required regulatory approval is received or the required filing is made, as the case may be, in the particular Excepted State. For the purposes of this Agreement, the following terms have the following meaning:
Grant of Security and Pledge. Each of the Grantors hereby transfers, grants, bargains, sells, conveys, hypothecates, assigns, pledges and sets over to the Administrative Agent for its benefit and the ratable benefit of the holders from time to time of the Secured Obligations (as defined in Section 2 below), including without limitation the Lenders and each Cash Management Provider, its banking Affiliates and their respective successors and assigns (collectively, the “Cash Management Providers”) (all such holders, with the Administrative Agent, collectively, the “Secured Parties”), and hereby grants to the Administrative Agent for the ratable benefit of the Secured Parties a perfected pledge and security interest in, all of the Grantors’ right, title and interest in and to the following (the “Collateral”), which pledge and security interest shall be (x) junior to the liens described in clauses (xii) and (xiii) of the definition of “Permitted Liens” in Section 1.01 of the Credit Agreement, (y) subject to the terms of the Intercreditor Agreement and (z) subject to the Carve-Out:
Grant of Security and Pledge. In order to secure the full and punctual payment of the Obligations, each of the Grantors hereby transfers, grants, bargains, sells, conveys, hypothecates, assigns, pledges and sets over to the Agent for its benefit and the ratable benefit of the DIP Lenders a continuing and perfected pledge and security interest in all of the Grantors' right, title and interest in and to the following (whether now owned or existing or hereafter acquired or arising and regardless of where located, the "COLLATERAL") which pledge and security interest shall be (x) for all purposes senior to, and shall prime pursuant to section 364(d)(1) of the Bankruptcy Code, all of the existing Liens that secure the obligations of the Grantors under the Pre-Petition Credit Agreement and any Liens granted after the Petition Date to provide adequate protection in respect of the Pre-Petition Credit Agreement, (y) junior to the Permitted Liens and (z) subject to the Carve-Out as provided in the Orders:
Grant of Security and Pledge. Each of the Grantors hereby transfers, grants, bargains, sells, conveys, hypothecates, assigns, pledges and sets over to the Collateral Agent for its benefit and the ratable benefit of the other Agents and the Issuing Bank and the Lenders and hereby grants to the Collateral Agent for its benefit and the ratable benefit of the other Agents, the Issuing Bank and the Lenders, a perfected first priority security interest, senior to any and all other liens (other than as provided in Section 2.23 of the Credit Agreement), in all of the Grantors' right, title and interest in and to the following (the "Collateral"):
Grant of Security and Pledge. In order to further secure the Pledgor's full and complete performance of all obligations under the Note, the Pledgor hereby pledges, collaterally assigns and grants to the Company a security interest (the "Security Interest") in all of Pledgor's right, title and interest in and to the Pledged Shares, and all rights and privileges pertaining thereto as well as all products, proceeds, profits, interest, dividends, increases and distributions received therefor, including distributions or payments in partial or complete liquidation or redemption as the result of a reclassification, readjustment or reorganization or change in the capital structure of any issuer thereof or any other profit at any time or from time to time receivable or otherwise distributed or delivered to Pledgor in connection therewith and all rights and privileges pertaining thereto, together with all proceeds and substitutions, including all securities, subscription rights, dividends (including, without limitation, cash dividends, stock dividends, dividends paid in stock, liquidated dividends, dividends paid in other property) or other property or benefits to which Pledgor is entitled to receive on account of any of the foregoing Pledged Shares, indirectly or directly.
