Common use of Grant of Security Interest in the Collateral Clause in Contracts

Grant of Security Interest in the Collateral. As collateral security for the Secured Obligations defined below, the Guarantor hereby grants to the Lender a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Lender has a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of the Guarantor, whether now owned or existing or hereafter created, acquired or arising, in and to all personal property of the Guarantor, including all of the following: (a) Accounts; (b) Chattel Paper; (c) Instruments (including Promissory Notes); (d) Documents; (e) General Intangibles (including Payment Intangibles and Software, patents, trademarks, tradestyles, copyrights, and all other intellectual property rights, including all applications, registration, and licenses therefor, and all goodwill of the business connected therewith or represented thereby); (f) Letter-of-Credit Rights; (g) Supporting Obligations; (h) Deposit Accounts; (i) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (j) Inventory; (k) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof); (l) Fixtures; (m) Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing; (n) Monies, personal property, and interests in personal property of the Guarantor of any kind or description now held by the Lender or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Lender, or any agent or affiliate of the Lender, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property; (o) Supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Guarantor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained; (p) Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and (q) Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof; all of the foregoing being herein sometimes referred to as the “Collateral”. All terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of Nevada as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term "Receivables" means all rights to the payment of a monetary obligation, whether or not earned by performance, and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible, or otherwise.

Grant of Security Interest in the Collateral. As collateral security for To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations defined belowObligations, the Guarantor Obligor hereby grants to the Lender Administrative Agent, for the benefit of the holders of the Secured Obligations, a lien on and continuing security interest in, and a right of set-to set off against, any and acknowledges and agrees that the Lender has a continuing lien on and security interest in, and right of set-off against, all right, title, title and interest of the GuarantorObligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter created(collectively, acquired or arising, in and to all personal property of the Guarantor, including all of the following:“Collateral”): (a) Accountsall of the accounts specified below (collectively, the “Cash Collateral Account”): (i) account number [ ] maintained by Banc of America Securities LLC in the name of the Obligor, for the benefit of the Obligor or as a collateral account of the Administrative Agent for the Obligor; and [Note: If the Cash Collateral Account is maintained with an affiliate of Banc of America Securities LLC, then this granting clause will be revised as necessary] (ii) all successor and replacement accounts, regardless of the numbers of such accounts or the offices at which such accounts are maintained; (b) Chattel PaperAll rights of the Obligor in connection with the Cash Collateral Account, including any rights against any Securities Intermediary or any clearing broker in connection with the Cash Collateral Account; (c) Instruments (including Promissory Notes);All Investment Property, Security Entitlements, Financial Assets, Securities, Deposit Accounts, Instruments, General Intangibles, money, certificates of deposit and all other investments or property of any sort now or hereafter held, maintained or administered in, or credited to, the Cash Collateral Account; and (d) Documents; (e) General Intangibles (including Payment Intangibles and Software, patents, trademarks, tradestyles, copyrights, and all other intellectual property rights, including all applications, registration, and licenses therefor, and all goodwill Proceeds of the business connected therewith or represented thereby); (f) Letter-of-Credit Rights; (g) Supporting Obligations; (h) Deposit Accounts; (i) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (j) Inventory; (k) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof); (l) Fixtures; (m) Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing; (n) Monies, personal property, and interests in personal property of the Guarantor of any kind or description now held by the Lender or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Lender, or any agent or affiliate of the Lender, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property; (o) Supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Guarantor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained; (p) Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and (q) Proceeds . The Obligor and products the Administrative Agent, on behalf of the foregoing, and all insurance holders of the foregoing Secured Obligations, hereby acknowledge and proceeds thereof; agree that the security interest created hereby in the Collateral constitutes continuing collateral security for all of the foregoing being herein sometimes referred to as the “Collateral”. All terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of Nevada as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term "Receivables" means all rights to the payment of a monetary obligationSecured Obligations, whether now existing or not earned by performancehereafter arising. The Obligor hereby agrees that all rights, assets and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible, property at any time held in or otherwisecredited to any Securities Account constituting Collateral shall be treated as Financial Assets.

Grant of Security Interest in the Collateral. As collateral security for To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations defined belowObligations, the Guarantor each Grantor hereby grants to the Lender Collateral Agent, for the benefit of the Agents and the Lenders, a lien on and continuing security interest in, lien on, pledge of, collateral assignment of, and a right of to set-off against, any and acknowledges and agrees that the Lender has a continuing lien on and security interest in, and right of set-off against, all right, title, title and interest of such Grantor in and to the Guarantorfollowing, whether now owned or existing or hereafter createdowned, acquired acquired, or arising, in and to all personal property of the Guarantor, including all of the followingarising hereafter: (a) all Accounts, including all credit enhancements therefor; (b) all money, cash, Cash Equivalents, securities, and other property of any kind held directly or indirectly by any Agent or any Lender; (c) all Chattel Paper; (c) Instruments (including Promissory Notes); (d) Documentsall Contracts; (e) General Intangibles (including Payment Intangibles and Softwareall Deposit Accounts, patents, trademarks, tradestyles, copyrightscredits, and all balances with and other intellectual property rightsclaims against any Agent or any Lender or any of their Affiliates or any other financial institution with which any Grantor maintains deposits, including all applications, registration, and licenses therefor, and all goodwill of the business connected therewith or represented thereby)any Payment Accounts; (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all General Intangibles (including, without limitation, Payment Intangibles, Intercompany Accounts, and Software); (j) all Instruments; (k) all Inventory; (l) all Investment Property; provided that with respect to any Voting Stock of any Foreign Subsidiary (with respect to any Grantor, the "more than fifty percent (50%)" ownership test for the definition of a Foreign Subsidiary to be based solely upon the direct ownership by such Grantor without regard to any indirect ownership attributable to such Grantor), the amount of such Voting Stock of such Foreign Subsidiary (with respect to any Grantor, the "more than fifty percent (50%)" ownership test for the definition of a Foreign Subsidiary to be based solely upon the direct ownership by such Grantor without regard to any indirect ownership attributable to such Grantor) included in the Collateral shall be limited to the maximum amount thereof that is less than or equal to 65% of the issued and outstanding Voting Stock of such Foreign Subsidiary (with respect to any Grantor, the "more than fifty percent (50%)" ownership test for the definition of a Foreign Subsidiary to be based solely upon the direct ownership by such Grantor without regard to any indirect ownership attributable to such Grantor); (m) all Supporting Obligations and Letter-of-Credit Rights; (g) Supporting Obligations; (h) Deposit Accounts; (i) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (j) Inventory; (k) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof); (l) Fixtures; (m) Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing; (n) Monies, personal property, and interests in personal property of the Guarantor of any kind or description now held by the Lender or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Lender, or any agent or affiliate of the Lender, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such propertyGoods; (o) Supporting evidence all Commercial Tort Claims from time to time disclosed to the Collateral Agent pursuant to Sections 2.4(j) and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Guarantor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained2.5(m); (p) Accessions all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and additions related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (q) all accessions to, and substitutions for, and replacements of, and products of any and all of the foregoing; and (qr) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing. All of the foregoing, together with the Real Estate covered by each Mortgage (if any), all equity interests in Subsidiaries pledged to the Collateral Agent and all insurance other property of each Grantor in which any Agent or any Lender may at any time be granted a Lien as collateral for the foregoing and proceeds thereof; all of the foregoing being Secured Obligations, is herein sometimes collectively referred to as the “"Collateral”. All terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of Nevada as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term "Receivables" means all rights to the payment of a monetary obligation, whether or not earned by performance, and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible, or otherwise.

Grant of Security Interest in the Collateral. As collateral security for the Secured Obligations defined below, the Guarantor Grantor hereby grants to the Lender Lender, to secure the payment and performance in full of the Indebtedness of the Grantor, a lien on and security interest in, in and right of set-off against, pledges and acknowledges and agrees that assigns to the Lender has a continuing lien on the following properties, assets and security interest in, and right of set-off against, all right, title, and interest rights of the GuarantorGrantor, consisting of all corporate and business assets, properties and rights of the Grantor wherever located, whether now owned or existing or hereafter created, acquired or arising, in and to all personal property of the Guarantorproceeds, products, and accessions thereof, including but not limited to, the following (all of the following:same being hereinafter called the "Collateral"): (a) All Accounts, as extracted collateral, goods, general intangibles, chattel paper, documents, and Instruments, whether or not specifically assigned to Lender, including, without limitation, all Accounts, and all equipment (whether or not affixed to realty), motor vehicles, furniture and fixtures; (b) Chattel PaperAll guaranties, collateral, Liens on, or security interests in, real or personal property, leases, letter of credit rights and other rights, agreements, and property securing or relating to payment of Accounts; (c) Instruments (including Promissory Notes)All trademarks, trademark rights, patents, patent rights, licenses, permits, trade names, trade name rights, and approvals, including, without limitation, those listed on Schedule 4.1(c) of the Credit Agreement, together with all goodwill, income, royalties, damages and payments now and hereafter due and payable thereunder and with respect thereto. Lender does not currently intend to file financing statements on foreign trademarks or patents but reserves the right to do so in the future at Lender's discretion; (d) DocumentsAll contracts and agreements (whether written or oral) between Grantor and third parties (collectively, the "Assigned Agreements"); (e) General Intangibles (including Payment Intangibles and Software, patents, trademarks, tradestyles, copyrights, The entire goodwill and all product lines of Grantor's business and other intellectual property rightsgeneral intangibles of Grantor, including all applicationsincluding, registrationwithout limitation, know-how, trade secrets, customer lists, proprietary information, inventions, methods, procedures and licenses therefor, formulae in connection with the use of and all goodwill symbolized by the trademarks of the business connected therewith or represented thereby);Grantor. (f) Letter-of-Credit RightsAll books, records, ledger cards, data processing records, computer software, and other property at any time evidencing or relating to the Collateral; (g) Supporting ObligationsAll monies, securities (including a pledge of all stock owned in any Affiliate and other property now or hereafter held, or received by, or in transit to, Lender from or for Grantor, and all of Grantor's investment property and financial assets (as each is defined in the UCC)), deposit accounts, credits, and balances with Lender or any third party existing at any time; (h) Deposit Accounts; (i) Investment Property (including certificated and uncertificated SecuritiesAll parts, Securities Accountsaccessories, Security Entitlementsattachments, Commodity Accountsspecial tools, additions, replacements, substitutions, and Commodity Contracts); (j) Inventory; (k) Equipment (including accessions to or for all software, whether or not the same constitutes embedded software, used in the operation thereof); (l) Fixtures; (m) Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing; (ni) Monies, personal property, Any and interests in all other personal property of the Guarantor Grantor; and (j) All proceeds and products of any kind or description now held by the Lender or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Lender, or any agent or affiliate all of the Lender, whether expressly as collateral security or for foregoing in any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property; (o) Supporting evidence and documents relating to any of the above-described propertyform, including, without limitation, computer programs, disks, tapes and related electronic data processing mediaamounts payable under any policies of insurance insuring the foregoing against loss or damage, and all rights of the Guarantor to retrieve the same increases and profits received from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained; (p) Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and . The Grantor and the Lender hereby acknowledge and agree that the security interest created hereby in the Collateral (qi) Proceeds and products constitutes continuing collateral security for all of the foregoingIndebtedness, whether now existing or hereafter arising and all insurance (ii) is not to be construed as an assignment of any Intellectual Property. Any of the foregoing to the contrary notwithstanding, the Collateral shall not include, and proceeds thereof; all the security interest granted herein shall not attach to, any asset subject to a rule of law, statute or regulation or of a lease agreement or any general intangible (including a contract, permit, license or franchise) or a Permitted Lien, where the foregoing being grant of such security interest would invalidate or constitute a breach or violation of any such rule of law, statute, regulation, lease agreement or general intangible or agreement or agreements creating or giving rise to such Permitted Lien, provided that the limitation set forth in this sentence shall (i) exist only for so long as such rule of law, statute, regulation, lease agreement or general intangible or agreement and the Permitted Lien created therein continue to be effective (and, upon the cessation, termination, expiration of such rule of law, statute, regulation, lease agreement or general intangible or Permitted Lien, or if any such rule of law, statute or regulation is no longer applicable, the security interest granted herein sometimes referred shall be deemed to as have automatically attached to such asset) and (ii) not apply with respect to any asset if and to the “Collateral”. All terms which are used extent that the prohibition or restriction on the security interest in and to such asset granted in this Agreement which are defined in the Uniform Commercial Code is rendered ineffective under Sections 9-406, 9-407, 9-408, or 9-409 of the State of Nevada as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term "Receivables" means all rights to the payment of a monetary obligation, whether or not earned by performance, and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible, or otherwise.

Grant of Security Interest in the Collateral. As collateral security for the Secured Obligations defined below, the Guarantor Debtor hereby grants to the Lender Agent for the benefit of the Secured Creditors a lien on and security interest in, and right of set-off set‑off against, and acknowledges and agrees that the Lender Agent has and shall continue to have for the benefit of the Secured Creditors a continuing lien on and security interest in, and right of set-off set‑off against, all right, title, and interest of the GuarantorDebtor, whether now owned or existing or hereafter created, acquired or arising, in and to all personal property of the Guarantor, including all of the following: (a) AccountsRepurchase Agreements; (b) Chattel PaperDocuments of Title with respect to any Qualified Commodity including, without limitation, warehouse receipts; (c) Instruments (including Promissory Notes)Hedging Accounts together with all funds which may now or hereafter accumulate in or become withdrawable from or paid out of the Hedging Accounts; (d) DocumentsHedging Agreements and Forward Contracts (and shall include Forward Contract Equity); (e) General Intangibles (including Payment Intangibles and Software, patents, trademarks, tradestyles, copyrights, and all other intellectual property rights, including all applications, registration, and licenses therefor, and all goodwill Goods consisting of the business connected therewith or represented thereby)Qualified Commodities; (f) Letter-of-Credit RightsInvestment Property relating the foregoing; (g) Supporting ObligationsGeneral Intangibles relating to the foregoing; (h) Deposit Accounts; (i) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts); (j) Inventory; (k) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof); (l) Fixtures; (m) Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing; (ni) Supporting Obligations and security interests relating to the foregoing; (j) Monies, personal property, and interests in personal property of the Guarantor Debtor of any kind or description now held by the Lender any Secured Creditor or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Lenderany Secured Creditor, or any agent or affiliate of the Lenderany Secured Creditor, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property; (ok) Supporting evidence and documents relating to any of the above-described above‑described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Guarantor Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained; (pl) Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and (qm) Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof; all of the foregoing being herein sometimes referred to as the “Collateral”. 2.2. All terms which are used in this Schedule C to the Security Agreement which are defined shall be amended and restated in the Uniform Commercial Code form of the State of Nevada as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term "Receivables" means all rights to the payment of a monetary obligation, whether or not earned by performance, and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible, or otherwiseSchedule C attached hereto.