Common use of Security Interest/Collateral Clause in Contracts

Security Interest/Collateral. SECTION 4.1 In order to secure the Obligations, and without prejudice to the security interests and related rights in the Collateral created or expressed to be created for the benefit of the Lender under the other Loan Security Documents, Borrower hereby grants to Lender a first priority security interest (subject to the Intercreditor Agreement) in and to substantially all of the tangible and intangible property of the Borrower, including any and all real property, personal property, intellectual property, cash, cash collateral, securities, including capital stock of any subsidiaries owned by the Borrower, receipts, deposits, inventory, Accounts, licenses and any other property or rights in property owned by the Borrower or in which Borrower has any right or interest, whether now owned or hereafter acquired, whether now perfected or becoming perfected after the date hereof (collectively, the “Collateral”). Upon the reasonable request of Lender (after consultation with the Borrowers), the Borrowers shall cause any of their direct or indirect Material Subsidiaries specified by Lender to execute a joinder to this Agreement, in substantially the form of Exhibit B hereto, pursuant to which any such specified Material Subsidiary shall grant a first priority security interest in and to substantially all of the tangible and intangible property of such subsidiary as part of the Collateral and, pursuant to Section 4.3, take such further actions which are in Lender’s reasonable judgment (after consultation with the Borrowers) necessary to (i) perfect Lender’s security interest in and to the Collateral with first ranking priority (subject to the Intercreditor Agreement) and/or (ii) exercise any rights, powers and remedies of the Lender provided by or pursuant to the Loan Documents in accordance with the terms hereof and thereof, unless any of the foregoing actions would reasonably be likely to result in material adverse tax consequences to a Borrower or any of its subsidiaries (to be mutually determined by Borrower and Lender). After the execution of any such joinder, the term “Collateral” shall be deemed to include such tangible and intangible property. “Account” as used in this Agreement means (a) the right of Borrower to payment for goods sold or leased or for services rendered which is not evidenced by an instrument or chattel paper, whether or not earned by performance and (b) “accounts” as such term is defined in UCC (as defined below). “UCC” as used in this Agreement means the Uniform Commercial Code as in effect in the applicable jurisdiction from time to time. For the avoidance of doubt, upon the consummation of the Transaction, any and all Collateral securing the Obligations shall automatically be released (with no further action required).

Security Interest/Collateral. SECTION 4.1 In order to secure the 5.1. As security for all Obligations, and without prejudice to the security interests and related rights in the Collateral created or expressed to be created for the benefit of the Lender under the other Loan Security Documents, Borrower hereby grants grants, assigns, and pledges to Lender a first priority security interest (subject to the Intercreditor Agreement) in continuing and to substantially all of the tangible unconditional lien on and intangible property of the Borrower, including any and all real property, personal property, intellectual property, cash, cash collateral, securities, including capital stock of any subsidiaries owned by the Borrower, receipts, deposits, inventory, Accounts, licenses and any other property or rights in property owned by the Borrower or in which Borrower has any right or interest, whether now owned or hereafter acquired, whether now perfected or becoming perfected after the date hereof (collectively, the “Collateral”). Upon the reasonable request of Lender (after consultation with the Borrowers), the Borrowers shall cause any of their direct or indirect Material Subsidiaries specified by Lender to execute a joinder to this Agreement, in substantially the form of Exhibit B hereto, pursuant to which any such specified Material Subsidiary shall grant a first priority security interest in and to substantially the following, whether now owned, or hereafter acquired, or arising and wherever located (collectively, the Collateral): (a) all Accounts and all balances in such Accounts; (b) all general intangibles (as that term is defined in Article 9 of the Uniform Commercial Code), all payment intangibles, all rights to payment, all accounts receivable (including the Other Business Credits), and all other rights (whether arising under common law, statutes, regulations, or otherwise) of Borrower in each case arising with respect to or in connection with the Accounts; (c) all money, cash equivalents, and other similar assets of Borrower that now or hereafter come into the possession, custody, or control of Lender, Processor or Other Processor (or any of their respective agents or designees); and (d) all of the proceeds (as such term is defined in the applicable UCC) and products, whether tangible and intangible property or intangible, of such subsidiary as part any of the foregoing. 5.2. In furtherance of the intentions of the parties hereto, this Agreement shall constitute written notice to all interested parties of ▇▇▇▇▇▇’s security interest in the Collateral. ▇▇▇▇▇▇▇▇ acknowledges and agrees that so long as any of the Obligations remain outstanding, all Accounts and any funds on deposit from time to time therein shall be under the sole dominion and control of Lender. Neither Borrower nor any other person or entity, acting by, through, or under Borrower, shall have any control over the use of, or any right to withdraw any amount from such Accounts without the consent of Lender, provided that Lender shall be deemed to have granted such consent until such time as the occurrence of an Event of Default. In addition, Lender shall have the exclusive rights: (a) to require that any bank or securities intermediary at which any Collateral and, pursuant to Section 4.3, take such further actions which are in Lender’s reasonable judgment (after consultation with the Borrowers) necessary to (i) perfect may be located acknowledge Lender’s security interest in and to control of the Collateral with first ranking priority (subject to the Intercreditor Agreement) and/or (ii) exercise any rights, powers and remedies for purposes of the Lender provided by or pursuant to the Loan Documents in accordance with the terms hereof and thereof, unless any of the foregoing actions would reasonably be likely to result in material adverse tax consequences to a Borrower or any of its subsidiaries (to be mutually determined by Borrower and perfecting Lender). After the execution of any such joinder, the term “Collateral” shall be deemed to include such tangible and intangible property. “Account” as used in this Agreement means (a) the right of Borrower to payment for goods sold or leased or for services rendered which is not evidenced by an instrument or chattel paper, whether or not earned by performance ’s security interest therein; and (b) “accounts” to direct and provide instructions to such bank or securities intermediary as such term is defined in UCC (as defined below)to the disposition of the Collateral to fulfill Borrower’s Obligations herein. “UCC” as used in this Agreement means the Uniform Commercial Code as in effect ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇▇▇ shall execute and deliver any document requested by ▇▇▇▇▇▇ to perfect and continue its security interest in the applicable jurisdiction from time Collateral, including, but not limited to, any account control agreements and take any other action to timeperfect and maintain Lender’s security interest. For the avoidance of doubt▇▇▇▇▇▇▇▇ further agrees not to create, upon the consummation grant, or permit any other lien, pledge, or security interest to exist on any of the TransactionCollateral, any except for the security interest granted to the Lender under this Agreement. 5.3. You authorize Us to file one or more UCC-1 financing statements to memorialize and all Collateral securing perfect on the Obligations shall automatically be released (with no further action required)security interest granted to Us hereunder. Any financing statements may include notice that You have given a negative pledge of the Collateral.

Security Interest/Collateral. SECTION 4.1 In order to secure the 5.1. As security for all Obligations, and without prejudice to the security interests and related rights in the Collateral created or expressed to be created for the benefit of the Lender under the other Loan Security Documents, Borrower hereby grants grants, assigns, and pledges to Lender a first priority security interest (subject to the Intercreditor Agreement) in continuing and to substantially all of the tangible unconditional lien on and intangible property of the Borrower, including any and all real property, personal property, intellectual property, cash, cash collateral, securities, including capital stock of any subsidiaries owned by the Borrower, receipts, deposits, inventory, Accounts, licenses and any other property or rights in property owned by the Borrower or in which Borrower has any right or interest, whether now owned or hereafter acquired, whether now perfected or becoming perfected after the date hereof (collectively, the “Collateral”). Upon the reasonable request of Lender (after consultation with the Borrowers), the Borrowers shall cause any of their direct or indirect Material Subsidiaries specified by Lender to execute a joinder to this Agreement, in substantially the form of Exhibit B hereto, pursuant to which any such specified Material Subsidiary shall grant a first priority security interest in and to substantially all of the tangible and intangible property of such subsidiary as part of the Collateral and, pursuant to Section 4.3, take such further actions which are in Lender’s reasonable judgment (after consultation with the Borrowers) necessary to (i) perfect Lender’s security interest in and to the Collateral with first ranking priority following, whether now owned, or hereafter acquired, or arising and wherever located (subject to collectively, the Intercreditor AgreementCollateral): (a) and/or all Accounts and all balances in such Accounts; (iib) exercise any rights, powers and remedies all general intangibles (as that term is defined in Article 9 of the Lender provided by Uniform Commercial Code), all payment intangibles, all rights to payment, all accounts receivable (including the Other Business Credits), and all other rights (whether arising under common law, statutes, regulations, or pursuant otherwise) of Borrower in each case arising with respect to the Loan Documents or in accordance connection with the terms hereof Accounts; (c) all money, cash equivalents, and thereofother similar assets of Borrower that now or hereafter come into the possession, unless any custody, or control of the foregoing actions would reasonably be likely to result in material adverse tax consequences to a Borrower Lender, Processor or Other Processor (or any of its subsidiaries (to be mutually determined by Borrower and Lendertheir respective agents or designees). After the execution of any such joinder, the term “Collateral” shall be deemed to include such tangible and intangible property. “Account” as used in this Agreement means (a) the right of Borrower to payment for goods sold or leased or for services rendered which is not evidenced by an instrument or chattel paper, whether or not earned by performance ; and (bd) “accounts” all of the proceeds (as such term is defined in UCC (as defined below)the applicable UCC) and products, whether tangible or intangible, of any of the foregoing. 5.2. “UCC” as used in In furtherance of the intentions of the parties hereto, this Agreement means the Uniform Commercial Code as in effect shall constitute written notice to all interested parties of L▇▇▇▇▇'s security interest in the applicable jurisdiction Collateral. B▇▇▇▇▇▇▇ acknowledges and agrees that so long as any of the Obligations remain outstanding, all Accounts and any funds on deposit from time to timetime therein shall be under the sole dominion and control of Lender. For Neither Borrower nor any other person or entity, acting by, through, or under Borrower, shall have any control over the avoidance use of, or any right to withdraw any amount from such Accounts without the consent of doubtLender, upon provided that Lender shall be deemed to have granted such consent until such time as the consummation occurrence of an Event of Default. In addition, Lender shall have the exclusive rights: (a) to require that any bank or securities intermediary at which any Collateral may be located acknowledge Lender's security interest in and control of the TransactionCollateral for purposes of perfecting Lender's security interest therein; and (b) to direct and provide instructions to such bank or securities intermediary as to the disposition of the Collateral to fulfill Borrower's Obligations herein. B▇▇▇▇▇▇▇ agrees that B▇▇▇▇▇▇▇ shall execute and deliver any document requested by L▇▇▇▇▇ to perfect and continue its security interest in the Collateral, including, but not limited to, any account control agreements and all Collateral securing take any other action to perfect and maintain L▇▇▇▇▇'s security interest. B▇▇▇▇▇▇▇ further agrees not to create, grant, or permit any other lien, pledge, or security interest to exist on any of the Obligations shall automatically be released (with no further action required)Collateral, except for the security interest granted to the Lender under this Agreement. 5.3. You authorize Us to file one or more UCC-1 financing statements to memorialize and perfect on the security interest granted to Us hereunder. Any financing statements may include notice that You have given a negative pledge of the Collateral.

Security Interest/Collateral. SECTION 4.1 In order to secure As security for the Obligations, payment for the ------------------------------- Note and without prejudice all Obligations whatsoever to the security interests and related rights in the Collateral created or expressed to be created for the benefit of the Lender under the other Loan Security DocumentsLender, Borrower hereby grants to Lender a first priority continuing, general lien upon and security interest (subject to the Intercreditor Agreement) and title in and to substantially the following described Property, wherever located, whether now existing or hereafter acquired or arising, namely: (a) the trailers and other equipment and property described on Exhibit A; and (b) all products and/or proceeds of any and all of the tangible foregoing, including, without limitation, all cash and intangible property non-cash proceeds of any type, insurance proceeds, all Property received wholly or partly in trade or exchange for any of the foregoing, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection or any other temporary or permanent disposition of any of the foregoing or any interest therein. The Borrower shall execute and file such certificates, authorizations, documents, financing statements and other items (the "Lien Documents") as the Lender may request and the Lender is authorized, at its option, after exercising reasonable efforts to have the Borrower execute such Lien Documents, and to the extent lawful, to file such Lien Documents or amendments thereto without the signature of the Borrower with respect to any of the Collateral; the Borrower agrees to reimburse the Lender for the expense of any such filing. The Borrower agrees that a carbon, photographic, or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. To the extent lawful, the Borrower hereby appoints the Lender as its attorney-in-fact (without requiring the Lender to act as such) to execute any financing statement in the name of the Borrower, including any and to perform all real propertyother acts that the Lender deems appropriate to perfect and continue its security interest in, personal property, intellectual property, cash, cash collateral, securities, including capital stock of any subsidiaries owned by the Borrower, receipts, deposits, inventory, Accounts, licenses and any other property or rights in property owned by the Borrower or in which Borrower has any right or interest, whether now owned or hereafter acquired, whether now perfected or becoming perfected after the date hereof (collectivelyto protect and preserve, the “Collateral”). Upon the reasonable request of Lender (after consultation with the Borrowers), the Borrowers shall cause any of their direct or indirect Material Subsidiaries specified by Lender to execute a joinder to this Agreement, in substantially the form of Exhibit B hereto, pursuant to which any such specified Material Subsidiary shall grant a first priority security interest in and to substantially all of the tangible and intangible property of such subsidiary as part of the Collateral and, pursuant to Section 4.3, take such further actions which are in Lender’s reasonable judgment (after consultation with the Borrowers) necessary to (i) perfect Lender’s security interest in and to the Collateral with first ranking priority (subject to the Intercreditor Agreement) and/or (ii) exercise any rights, powers and remedies of the Lender provided by or pursuant to the Loan Documents in accordance with the terms hereof and thereof, unless any of the foregoing actions would reasonably be likely to result in material adverse tax consequences to a Borrower or any of its subsidiaries (to be mutually determined by Borrower and Lender). After the execution of any such joinder, the term “Collateral” shall be deemed to include such tangible and intangible property. “Account” as used in this Agreement means (a) the right of Borrower to payment for goods sold or leased or for services rendered which is not evidenced by an instrument or chattel paper, whether or not earned by performance and (b) “accounts” as such term is defined in UCC (as defined below). “UCC” as used in this Agreement means the Uniform Commercial Code as in effect in the applicable jurisdiction from time to time. For the avoidance of doubt, upon the consummation of the Transaction, any and all Collateral securing the Obligations shall automatically be released (with no further action required).

Security Interest/Collateral. SECTION 4.1 In order (a) Borrower shall repay each Guarantor for any payments made by such Guarantor in connection with such Guarantor’s respective Guaranty. Borrower and Guarantors agree that in the event that any Guarantor or Guarantors make payment to secure the ObligationsBank under the Guaranties, and without prejudice Borrower fails to repay such Guarantor or Guarantors within ten (10) days of Borrower's receipt of written demand and evidence of such payments (an "Event of Default"), the paying Guarantor or Guarantors shall have all rights and remedies of a secured creditor described herein, which includes rights of foreclosure under Article 9 of the Uniform Commercial Code. (b) In furtherance of Section 1(a) hereof, Borrower and each Subsidiary expressly grant to the security interests and related rights in the Collateral created or expressed to be created Agent, for the benefit of the Lender under Guarantors, as security for all obligations of Borrower to Guarantors hereunder, including, without limitation, Sections 1(a) and 6 hereof (the other Loan "Secured Obligations"), a security interest in the Collateral. Any grants of security interests or descriptions of Collateral in the Bank Security Documents are hereby expressly incorporated into this Agreement by reference as if fully set forth herein. Notwithstanding the foregoing or anything to the contrary in this Agreement or the Bank Security Documents, Borrower hereby grants to Lender a first priority security interest (subject to the Intercreditor Agreement) in and to substantially all of the tangible and intangible property of the Borrower, including any and all real property, personal property, intellectual property, cash, cash collateral, securities, including capital stock of any subsidiaries owned by the Borrower, receipts, deposits, inventory, Accounts, licenses and any other property or rights in property owned by the Borrower or in which Borrower has any right or interest, whether now owned or hereafter acquired, whether now perfected or becoming perfected after the date hereof (collectively, the “Collateral”). Upon the reasonable request of Lender (after consultation with the Borrowers), the Borrowers shall cause any of their direct or indirect Material Subsidiaries specified by Lender to execute a joinder parties to this Agreement, in substantially the form of Exhibit B hereto, pursuant to which any such specified Material Subsidiary shall grant a first priority security interest in and to substantially all of the tangible and intangible property of such subsidiary as part of Agreement agree that neither the Collateral andAgent, pursuant to Section 4.3nor any Guarantors, take such further actions which are in Lender’s reasonable judgment (after consultation with the Borrowers) necessary to (i) perfect Lender’s security interest in and to the Collateral with first ranking priority (subject to the Intercreditor Agreement) and/or (ii) exercise any rights, powers and remedies of the Lender provided by or pursuant to the Loan Documents in accordance with the terms hereof and thereof, unless any of the foregoing actions would reasonably be likely to result in material adverse tax consequences to a Borrower or any of its subsidiaries (to be mutually determined by Borrower and Lender). After the execution of any such joinder, the term “Collateral” shall be deemed to include such tangible and intangible property. “Account” as used hold (by virtue of this Agreement, the Bank Security Documents or the Guaranties) any security interest in this Agreement means any membership interests, stock, partnership interest or other legal or beneficial interests (a) the right of Borrower to payment for goods sold or leased other ownership or for services rendered which is not evidenced by an instrument or chattel paperprofit interests in, whether voting or not earned by performance and (bnonvoting) “accounts” as such term is defined that Borrower has in UCC (as defined below). “UCC” as used any Subsidiaries or that any Subsidiary has in this Agreement means the Uniform Commercial Code as in effect in the applicable jurisdiction from time to time. For the avoidance of doubt, upon the consummation of the Transaction, any and all Collateral securing the Obligations shall automatically be released (with no further action required)other Subsidiary.