Common use of Grant of Liens Clause in Contracts

Grant of Liens. To secure the full and prompt payment and performance of the Obligations, including all renewals, extensions, amendments, restructurings and refinancings of any or all of the Obligations: (A) Borrower hereby grants to Lender a continuing first priority (subject only to the Permitted Encumbrances (as applicable)) Lien in and to all right, title and interest of Borrower in and to the following assets and property of Borrower, all whether now owned or hereafter created, arising or acquired and wherever located: (i) all Accounts and all Inventory (including all stock-in-trade, raw materials, work in process, items held for sale or lease or furnished or to be furnished under contracts of sale or lease, goods that are returned, reclaimed or repossessed, and materials used or consumed in Borrower’s business), (ii) all Chattel Paper (including all Electronic Chattel Paper and Tangible Chattel Paper), Commercial Tort Claims, Deposit Accounts, Documents (including all warehouse receipts and bills of lading), Equipment, Fixtures, General Intangibles (including all Payment Intangibles, Software, Intellectual Property, goodwill, going concern value, licenses, contract rights, and choses in action, Goods, Instruments (including all Promissory Notes and Negotiable Instruments), Investment Property and Financial Assets (including all Commodity Accounts, Commodity Contracts, Securities (including all Certificated Securities and Uncertificated Securities), Security Entitlements and Securities Accounts), Letter of Credit Rights, and Money, (iii) all parts, substitutions or replacements to or of or accessories to any tangible assets and property included in the foregoing, and all Software and computer programs embedded the foregoing, and all Accessions to the foregoing, (iv) all Supporting Obligations for any of the foregoing and all rights of Borrower in any property belonging to any third party in which a Lien of any kind or nature has been granted to Borrower to secure the payment or performance of any third party under or with respect to any of the foregoing, (v) all Records, books, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection thereof or realization thereupon and all other business books and Records of Borrower, (vi) all As-Extracted Collateral and Minerals; and (vii) all cash and non-cash Proceeds (including insurance proceeds), products, rents and profits of all of the foregoing. (B) Borrower and Red Arrow are executing and delivering the Mortgage to Lender. (C) ECC is executing and delivering to Lender a pledge agreement to reflect its pledge and collateral assignment to Lender of its 3.453657% membership interest, with all rights, claims, options and interests of every kind related thereto, and all proceeds thereof, in Santa ▇▇▇▇▇▇ Pacific Holdings LLC and Rock Energy is executing and delivering to Lender a pledge agreement to reflect its pledge and collateral assignment of 100% of the Equity Interests, with all rights, claims, options and interests of every kind related thereto, and all proceeds thereof, in ECC.

Grant of Liens. To secure (a) As security for all Obligations, the full and prompt payment and performance Grantors hereby grant to the Collateral Agent, for the benefit of the ObligationsAgents, including all renewalsthe Letter of Credit Issuer and the Lenders, extensionsa continuing security interest in, amendmentslien on, restructurings assignment of and refinancings right of any or set-off against, all of the Obligations: (A) Borrower hereby grants to Lender a continuing first priority (subject only to following property and assets of the Permitted Encumbrances (as applicable)) Lien in and to all rightGrantors, title and interest of Borrower in and to the following assets and property of Borrower, all whether now owned or existing or hereafter createdacquired or arising, arising or acquired and wherever regardless of where located: (i) all Accounts and all Inventory (including all stock-in-trade, raw materials, work in process, items held for sale or lease or furnished or to be furnished under contracts of sale or lease, goods that are returned, reclaimed or repossessed, and materials used or consumed in Borrower’s business),Accounts; (ii) all Chattel Paper (including all Electronic Chattel Paper and Tangible Chattel Paper), Commercial Tort Claims, Deposit Accounts, Documents (including all warehouse receipts and bills of lading), Equipment, Fixtures, General Intangibles (including all Payment Intangibles, Software, Intellectual Property, goodwill, going concern value, licenses, contract rights, and choses in action, Goods, Instruments (including all Promissory Notes and Negotiable Instruments), Investment Property and Financial Assets (including all Commodity Accounts, Commodity Contracts, Securities (including all Certificated Securities and Uncertificated Securities), Security Entitlements and Securities Accounts), Letter of Credit Rights, and Money,Inventory; (iii) all parts, substitutions or replacements to or of or accessories to any tangible assets and property included in the foregoing, and all Software and computer programs embedded the foregoing, and all Accessions to the foregoing,contract rights; (iv) all Chattel Paper; (v) all Documents; (vi) all Instruments; (vii) all Supporting Obligations for any of the foregoing Obligations; (viii) all General Intangibles; (ix) all Equipment; (x) all Investment Property; (xi) all money, cash, cash equivalents, securities and all rights of Borrower in any other property belonging to any third party in which a Lien of any kind of each Grantor held directly or nature has been granted indirectly by the Collateral Agent or any Lender; (xii) all of each Grantor’s deposit accounts, credits, and balances with and other claims against the Collateral Agent or any Lender or any of their Affiliates or any other financial institution with which any Grantor maintains deposits, including any Payment Accounts; (xiii) all of the Grantors’ commercial tort claims; (xiv) all books, records and other property related to Borrower to secure the payment or performance of any third party under or with respect referring to any of the foregoing, (v) all Records, including books, ledger cardsrecords, filesaccount ledgers, correspondence, customer lists, blueprints, technical specifications, manualsdata processing records, computer software, computer printouts, tapes, disks software and other electronic storage media property and related data processing software and similar items that General Intangibles at any time evidence evidencing or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection thereof or realization thereupon and all other business books and Records of Borrower, (vi) all As-Extracted Collateral and Mineralsforegoing; and (viixv) all cash accessions to, substitutions for and nonreplacements, products and proceeds of any 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 the Mortgages, all equity interests in Subsidiaries pledged to the Collateral Agent, and all other property of the Grantors in which the Collateral Agent or any Lender may at any time be granted a Lien as collateral for the Obligations, is herein collectively referred to as the "Collateral"; provided, that, notwithstanding anything herein to the contrary, the Collateral shall not include (A) any personal property that is leased by any Grantor or any rights of such Grantor under such lease (other than such Grantor’s rights to payment under such lease constituting Accounts or General Intangibles for money due or to become due) if and for so long as the grant of a security interest by such Grantor in such personal property or lease violates the terms of such Grantor's lease of such personal property; provided that the Grantor shall be deemed to have granted a security interest in such leased personal property, and such personal property shall be included in the Collateral, at such time that such grant no longer violates such lease; (B) any Proprietary Rights that a Grantor has an interest in pursuant to a license, permit, agreement or instrument with a third-cash Proceeds party if and for so long as the grant of a security interest by such Grantor in such Proprietary Rights violates the terms of such Grantor's license, permit, agreement or instrument with such third-party; provided that the Grantor shall be deemed to have granted a security interest in such Proprietary Rights, and such Proprietary Rights shall be included in the Collateral, at such time that such grant no longer violates such license, permit, instrument or agreement; or (C) the Restricted Account; provided that the Collateral shall include each Grantor’s right to receive proceeds and payments from the Restricted Account. (b) As security for all Obligations, the Grantors hereby grant to the Existing Titled Collateral Agent, for the benefit of the Agents, the Letter of Credit Issuer and the Lenders, a continuing security interest in, lien on, assignment of and right of set-off against, all of the Existing Titled Collateral, the Existing Certificates of Title, and all proceeds thereof (including insurance proceeds), products, rents and profits . (c) All of the Obligations shall be secured by all of the foregoing. (B) Borrower and Red Arrow are executing and delivering the Mortgage to Lender. (C) ECC is executing and delivering to Lender a pledge agreement to reflect its pledge and collateral assignment to Lender of its 3.453657% membership interestCollateral, with including all rights, claims, options and interests of every kind related thereto, and all proceeds thereof, in Santa ▇▇▇▇▇▇ Pacific Holdings LLC and Rock Energy is executing and delivering to Lender a pledge agreement to reflect its pledge and collateral assignment of 100% of the Equity Interests, with all rights, claims, options and interests of every kind related thereto, and all proceeds thereof, in ECCExisting Titled Collateral.

Grant of Liens. (a) To secure the full prompt and prompt payment complete payment, performance and performance observance of the Obligations, including all renewals, extensions, amendments, restructurings and refinancings of any or all of the Credit Agreement Obligations: (A) Borrower , each Grantor hereby grants grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender Collateral Agent, for itself and for the benefit of Lenders, a continuing first first-priority (subject only to the Permitted Encumbrances (as applicable)) Lien in and to upon all of its right, title and interest of Borrower in in, to and to the following assets under all personal property and property of Borrowerother assets, all whether now owned by or owing to, or hereafter createdacquired by or arising in favor of such Grantor (including under any trade names, arising styles or acquired derivations thereof), and wherever locatedwhether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the "Collateral"), including: (i) all Accounts and all Inventory (including all stock-in-trade, raw materials, work in process, items held for sale or lease or furnished or to be furnished under contracts of sale or lease, goods that are returned, reclaimed or repossessed, and materials used or consumed in Borrower’s business),Accounts; (ii) all Chattel Paper (including all Electronic Chattel Paper and Tangible Chattel Paper), Commercial Tort Claims, Deposit Accounts, Documents (including all warehouse receipts and bills of lading), Equipment, Fixtures, General Intangibles (including all Payment Intangibles, Software, Intellectual Property, goodwill, going concern value, licenses, contract rights, and choses in action, Goods, Instruments (including all Promissory Notes and Negotiable Instruments), Investment Property and Financial Assets (including all Commodity Accounts, Commodity Contracts, Securities (including all Certificated Securities and Uncertificated Securities), Security Entitlements and Securities Accounts), Letter of Credit Rights, and Money,; (iii) all parts, substitutions or replacements to or of or accessories to any tangible assets and property included in the foregoing, and all Software and computer programs embedded the foregoing, and all Accessions to the foregoing,Documents; (iv) all General Intangibles (including payment intangibles and Software); (v) all Goods (including Inventory, Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts, of any Grantor, including all Blocked Accounts, Disbursement Accounts, and all other bank accounts and all deposits therein; (ix) all money, cash or cash equivalents of any Grantor; (x) all Supporting Obligations for and Letter-of-Credit Rights of any Grantor; (xi) the commercial tort claims described in Schedule I; (xii) to the extent not prohibited by law, all capital Stock owned by each such Grantor, including the Stock of its Subsidiaries; and (xiii) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all rights of Borrower in any property belonging to any third party in which a Lien of any kind or nature has been granted to Borrower to secure the payment or performance of any third party under or with respect to any of the foregoing, (v) all Recordsaccessions to, bookssubstitutions and replacements for, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection thereof or realization thereupon and all other business books and Records of Borrower, (vi) all As-Extracted Collateral and Minerals; and (vii) all cash and non-cash Proceeds (including insurance proceeds), products, rents and profits of all of, each of the foregoing. (Bb) Borrower To secure the prompt and Red Arrow are executing complete payment, performance and delivering observance of all of the Mortgage Senior Note Obligations, TAC hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to LenderCollateral Agent, for itself and for the benefit of the Senior Subordinated Secured Parties, a second-priority Lien upon all of its right, title and interest in, to and under the Collateral. (Cc) ECC is executing To secure the prompt and delivering complete payment, performance and observance of all of the Junior Note Obligations, TAC hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender Collateral Agent, for itself and for the benefit of the Junior Subordinated Secured Parties, a pledge agreement to reflect its pledge and collateral assignment to Lender third-priority Lien upon all of its 3.453657% membership interestright, with all rightstitle and interest in, claimsto and under the Collateral. (d) In addition, options to secure the prompt and interests of every kind related theretocomplete payment, performance and all proceeds thereof, in Santa ▇▇▇▇▇▇ Pacific Holdings LLC and Rock Energy is executing and delivering to Lender a pledge agreement to reflect its pledge and collateral assignment of 100% observance of the Equity InterestsSecured Obligations and in order to induce Collateral Agent and the other Secured Parties as aforesaid, with all rightseach Grantor hereby grants to Collateral Agent, claimsfor itself and for the benefit of Secured Parties, options and interests a right of every kind related theretosetoff against the property of such Grantor held by Collateral Agent or any Secured Party, and all proceeds thereofconsisting of property described above in this Section 2 now or hereafter in the possession or custody of or in transit to Collateral Agent or any Secured Party, in ECCfor any purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to which such Grantor may have any right or power.

Grant of Liens. To (a) The Borrower, in order to secure its Obligations under the full Loan Documents, and prompt payment and performance each Subsidiary Guarantor listed on the signature pages hereof, in order to secure its Secured Guarantee, grants to the Collateral Agent for the benefit of the ObligationsAgents and the Lenders a continuing security interest in all the following property of such Borrower or such Subsidiary Guarantor, including all renewalsas the case may be, extensions, amendments, restructurings whether now owned or existing or hereafter acquired or arising and refinancings regardless of any or all of the Obligationswhere located: (Ai) Borrower hereby grants all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims; (iv) all Deposit Accounts; (v) all Documents; (vi) all General Intangibles; (vii) all Goods; (viii) all Instruments, including, without limitation, the Capital Stock of each Subsidiary Guarantor; (ix) all Inventory; (x) all Investment Property; (xi) all Letter of Credit Rights; (xii) all Supporting Obligations; (xiii) all Receivables; (xiv) all Contracts; (xv) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to Lender any of its Collateral; and (xvi) all Proceeds of the Collateral described in the foregoing clauses (i) through (xv). Aircraft Asset Collateral is excluded from the above grant. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Lien granted therein includes a continuing first priority (subject only to the Permitted Encumbrances (as applicable)) Lien security interest in and to all right, title and interest of Borrower the applicable Lien Grantor in and to the following assets and property of Borrower, all whether now owned or hereafter created, arising or acquired and wherever located: (i) all Accounts any Supporting Obligation that supports such payment or performance and all Inventory (including all stock-in-trade, raw materials, work in process, items held for sale or lease or furnished or to be furnished under contracts of sale or lease, goods that are returned, reclaimed or repossessed, and materials used or consumed in Borrower’s business), (ii) all Chattel Paper any Lien that (including all Electronic Chattel Paper and Tangible Chattel Paper), Commercial Tort Claims, Deposit Accounts, Documents (including all warehouse receipts and bills of lading), Equipment, Fixtures, General Intangibles (including all Payment Intangibles, Software, Intellectual Property, goodwill, going concern value, licenses, contract rights, and choses in action, Goods, Instruments (including all Promissory Notes and Negotiable Instruments), Investment Property and Financial Assets (including all Commodity Accounts, Commodity Contracts, Securities (including all Certificated Securities and Uncertificated Securities), Security Entitlements and Securities Accounts), Letter of Credit Rights, and Money, (iiix) all parts, substitutions or replacements secures such right to or of or accessories to any tangible assets and property included in the foregoing, and all Software and computer programs embedded the foregoing, and all Accessions to the foregoing, (iv) all Supporting Obligations for any of the foregoing and all rights of Borrower in any property belonging to any third party in which a Lien of any kind or nature has been granted to Borrower to secure the payment or performance or (y) secures any such Supporting Obligation. (c) The Liens are granted as security only and shall not subject the Collateral Agent or any Lender to, or transfer or in any way affect or modify, any obligation or liability of any third party under or Lien Grantor with respect to any of the foregoing, (v) all Records, books, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at Collateral or any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful transaction in the collection thereof or realization thereupon and all other business books and Records of Borrower, (vi) all As-Extracted Collateral and Minerals; and (vii) all cash and non-cash Proceeds (including insurance proceeds), products, rents and profits of all of the foregoingconnection therewith. (B) Borrower and Red Arrow are executing and delivering the Mortgage to Lender. (C) ECC is executing and delivering to Lender a pledge agreement to reflect its pledge and collateral assignment to Lender of its 3.453657% membership interest, with all rights, claims, options and interests of every kind related thereto, and all proceeds thereof, in Santa ▇▇▇▇▇▇ Pacific Holdings LLC and Rock Energy is executing and delivering to Lender a pledge agreement to reflect its pledge and collateral assignment of 100% of the Equity Interests, with all rights, claims, options and interests of every kind related thereto, and all proceeds thereof, in ECC.