Common use of Grant and Perfection of Security Interest Clause in Contracts

Grant and Perfection of Security Interest. (a) As security for the payment of the Obligations, the Pledgor hereby pledges, creates and grants to the Lender, its successors and its assigns, a continuing security interest in, lien upon, and right of setoff against, and hereby assigns to the Lender, the Pledged Stock and Proceeds (the "Collateral"). (b) The Pledgor irrevocably and unconditionally authorizes the Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the Lender as the secured party and the Pledgor as debtor, as the Lender may require, and including any other information with respect to the Pledgor or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Pledgor, as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Pledgor hereby authorizes the Lender to adopt on behalf of the Pledgor any symbol required for authenticating any electronic filing. (c) The certificates for such Pledged Stock, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly endorsed in blank by the Pledgor, have been delivered to the Lender. If the Pledgor at any time receives additional or replacement certificates with respect to the Collateral, it shall immediately deliver such certificates to the Lender.

Grant and Perfection of Security Interest. (a) As security for To secure the payment full and punctual pay­ment and performance of the Obligations, Borrowers hereby grant to Lender a continuing and unconditional security interest in the Pledgor hereby pledgesCollateral, creates subject to and grants subordinated only to the First Lien. From time to time at the request of Lender, its successors and its assignsBorrowers shall execute, a continuing security interest indeliver, lien uponfile, and right record all assignments, notices of setoff againstlien, financ­ing state­ments, continuation statements, statements of change, certificates of title, patents, copyrights and trademark filings and other documents, pay the cost of preparing, processing, and hereby assigns to the filing or recording them in every place specified by Lender, the Pledged Stock and Proceeds (the "Collateral"). (b) The Pledgor irrevocably do all other acts and unconditionally authorizes the things as Lender (or its agent) to file at any time and may request from time to time such financing statements with respect to the Collateral naming the Lender as the secured party and the Pledgor as debtorcre­ate, as the Lender may requireper­fect, and including any preserve a valid security interest in the Collat­eral, free from all other information with respect Liens, except for the First Lien and as expressly allowed in writing by Lender or as permitted under the Loan Documents, to secure the Pledgor or otherwise required by Article 9 full and punctual payment and performance of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply Obligations or to all financing statements filed on, prior to or after the date hereof. The Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Pledgor, as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the enable Lender to file such financing statements (exercise and amendments, if any). The Pledgor hereby authorizes the Lender to adopt on behalf of the Pledgor any symbol required for authenticating any electronic filing. (c) The certificates for such Pledged Stock, to the extent that such interests are represented by certificates, accompanied by stock enforce Lender’s rights and powers or other appropriate instruments of assignment thereof duly endorsed in blank by the Pledgor, have been delivered to the Lender. If the Pledgor at any time receives additional or replacement certificates under this Security Agreement with respect to the Collateral, it . Lender shall immediately deliver such certificates furnish to Borrowers a copy of any UCC financing or continuation statement filed by Lender with respect to the security interests granted by this Security Agreement. At the request and option of Lender, Borrowers shall use all commercially reasonable efforts to take any and all reasonable action requested by Lender that is necessary or useful for the attachment, perfection, and priority of, and the ability of Lender to enforce, Lender’s security interest in any and all of the Collateral, including (a) obtaining (in form and substance reasonably acceptable to Lender) all waivers, consents, and approvals from each person that Lender deems reasonably necessary, (b) executing, delivering, and where appropriate, filing financing statements and related amendments under the UCC, to the extent if any, that any Borrower’s signature is required, (c) complying with any law, if compliance with the law is a condition to the attachment, perfection, or priority of, or ability of Lender to enforce, its security interest in that Collateral, and (d) causing Lender’s name to be noted as secured party on any certificate of title for a titled good if the notation is a condition to the attachment, perfection, or priority of, or ability of Lender to enforce, its security interest in that Collateral.

Grant and Perfection of Security Interest. (a) As security for To secure the payment full and punctual pay­ment and performance of the Obligations, Borrowers hereby grant to Lender a continuing and unconditional security interest in the Pledgor hereby pledges, creates and grants Collateral. From time to time at the request of Lender, its successors and its assignsBorrowers shall execute, a continuing security interest indeliver, lien uponfile, and right record all assignments, notices of setoff againstlien, financ­ing state­ments, continuation statements, statements of change, certificates of title, patents, copyrights and trademark filings and other documents, pay the cost of preparing, processing, and hereby assigns to the filing or recording them in every place specified by Lender, the Pledged Stock and Proceeds (the "Collateral"). (b) The Pledgor irrevocably do all other acts and unconditionally authorizes the things as Lender (or its agent) to file at any time and may request from time to time such financing statements with respect to the Collateral naming the Lender as the secured party and the Pledgor as debtorcre­ate, as the Lender may requireper­fect, and including any preserve a valid security interest in the Collat­eral, free from all other information with respect Liens, except as expressly allowed in writing by Lender or as permitted under the Loan Documents, to secure the Pledgor or otherwise required by Article 9 full and punctual payment and performance of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply Obligations or to all financing statements filed on, prior to or after the date hereof. The Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Pledgor, as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the enable Lender to file such financing statements (exercise and amendments, if any). The Pledgor hereby authorizes the Lender to adopt on behalf of the Pledgor any symbol required for authenticating any electronic filing. (c) The certificates for such Pledged Stock, to the extent that such interests are represented by certificates, accompanied by stock enforce Lender’s rights and powers or other appropriate instruments of assignment thereof duly endorsed in blank by the Pledgor, have been delivered to the Lender. If the Pledgor at any time receives additional or replacement certificates under this Security Agreement with respect to the Collateral, it . Lender shall immediately deliver such certificates furnish to Borrowers a copy of any UCC financing or continuation statement filed by Lender with respect to the security interests granted by this Security Agreement. At the request and option of Lender, Borrowers shall use all commercially reasonable efforts to take any and all reasonable action requested by Lender that is necessary or useful for the attachment, perfection, and priority of, and the ability of Lender to enforce, Lender’s security interest in any and all of the Collateral, including (a) obtaining (in form and substance reasonably acceptable to Lender) all waivers, consents, and approvals from each person that Lender deems reasonably necessary, (b) executing, delivering, and where appropriate, filing financing statements and related amendments under the UCC, to the extent if any, that any Borrower’s signature is required, (c) complying with any law, if compliance with the law is a condition to the attachment, perfection, or priority of, or ability of Lender to enforce, its security interest in that Collateral, and (d) causing Lender’s name to be noted as secured party on any certificate of title for a titled good if the notation is a condition to the attachment, perfection, or priority of, or ability of Lender to enforce, its security interest in that Collateral.