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

Grant of Security Interest and Pledge. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby (a) grants to the Collateral Agent for its benefit and for the benefit of the Credit Parties a lien on and security interest in and to, and (b) pledges, mortgages and hypothecates to the Collateral Agent for its benefit and the benefit of the Credit Parties, in each case, all of the right, title and interest of such Grantor in, to and under all of the following personal property and interests in property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”): (i) all Accounts; (ii) all Goods, including Equipment, Inventory and Fixtures; (iii) all Investment Property and all Securities Collateral; (iv) all Deposit Accounts (provided, notwithstanding anything herein to the contrary, for so long as the Merchandising Agreement is in effect, FLC will have a first priority lien on the Licensed Merchandise Account and the Secured Parties will have a second priority lien on the Licensed Merchandise Account) and all Securities Accounts; (v) all Chattel Paper (whether tangible or electronic), Instruments, Letters of Credit and Letter-of-Credit Rights arising from the sale of or providing of Inventory or services by such Grantor; (vi) all General Intangibles, Documents (including, if applicable, electronic Documents), and Supporting Obligations evidencing, governing, securing, arising from or related to any of the assets described in the foregoing clauses (i)—(v); (vii) all Intellectual Property Collateral; (viii) all books and records relating to any of the foregoing clauses (i)—(vi)

Grant of Security Interest and Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Note and the performance by Pledgor of all of the Secured Obligationscovenants, each Grantor agreements, warranties, representations and conditions contained in the Stock Purchase Agreement, the Note and this Agreement, Pledgor hereby (a) pledges and grants to the Collateral Agent for its benefit and for the benefit of the Credit Parties Pledgee a lien on and security interest in and to, and (b) pledges, mortgages and hypothecates to the Collateral Agent for its benefit and the benefit of the Credit Parties, in each case, all of the Pledgor's right, title and interest of such Grantor in, to and under all of in the following personal property and interests in property, wherever located, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter arising or acquired from time coming into existence (all being collectively referred to time (collectively, the “herein as "Collateral”"): (ia) all Accountsthe shares of common stock of the Company evidenced by the certificates attached hereto as Exhibit A under the name of Pledgor ("Pledged Stock"); (iib) all Goodsshares, including Equipmentsecurities, Inventory moneys or property representing a dividend on any of the Pledged Stock or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and Fixturesany subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; (iiic) in the event of any consolidation or merger in which the Company is not the surviving corporation, all shares of each class of the capital stock or other consideration of the successor corporation formed by or resulting from such consolidation or merger; and (d) all Investment Property proceeds of and all Securities Collateral; (iv) all Deposit Accounts (provided, notwithstanding anything herein to the contrary, for so long as the Merchandising Agreement is in effect, FLC will have a first priority lien on the Licensed Merchandise Account and the Secured Parties will have a second priority lien on the Licensed Merchandise Account) and all Securities Accounts; (v) all Chattel Paper (whether tangible or electronic), Instruments, Letters of Credit and Letter-of-Credit Rights arising from the sale of or providing of Inventory or services by such Grantor; (vi) all General Intangibles, Documents (including, if applicable, electronic Documents), and Supporting Obligations evidencing, governing, securing, arising from or related to any of the assets property of Pledgor described in Section 2(a) through (c) herein, and, to the foregoing clauses (i)—(v); (vii) all Intellectual Property Collateral; (viii) all books and records relating extent related to any of the foregoing property described in said clauses (i)—(vi)or such proceeds, all books, correspondence, credit files, records, invoices and other papers.

Grant of Security Interest and Pledge. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby (a) grants and re-grants to the Collateral Agent for its benefit and for the benefit of the Credit Parties a lien on and security interest in and to, and (b) pledges, mortgages, hypothecates and re-pledges, re-mortgages and hypothecates rehypothecates to the Collateral Agent for its benefit and the benefit of the Credit Parties, in each case, all of the right, title and interest of such Grantor in, to and under all of the following personal property and interests in property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”): (i) all Accounts; (ii) all Goods, including Equipment, Inventory and Fixtures; (iii) all Investment Property and all Securities Collateral; (iv) all Deposit Accounts (provided, notwithstanding anything herein to the contrary, for so long as the Merchandising Agreement is in effect, FLC will have a first priority lien on the Licensed Merchandise Account and the Secured Parties will have a second priority lien on the Licensed Merchandise Account) and all Securities Accounts; (v) all Chattel Paper (whether tangible or electronic), Instruments, Letters of Credit and Letter-of-Credit Rights arising from the sale of or providing of Inventory or services by such GrantorRights; (vi) all General Intangibles, Documents (including, if applicable, electronic Documents), and Supporting Obligations evidencing, governing, securing, arising from or related to any of the assets described in the foregoing clauses (i)—(v)Obligations; (vii) all Intellectual Property Collateral; (viii) all books and records relating to the Collateral; (ix) all Commercial Tort Claims, including without limitation (a) those claims owned by ▇▇▇▇▇▇ & ▇▇▇▇▇ College Booksellers, LLC, or any other Grantor, arising out of or related to the antitrust class actions involving claims that interchange fees for Visa and Mastercard branded credit and debt cards were set in violation of the antitrust laws described in the court filings for (i) 7-Eleven, Inc., et al. v. Visa Inc., et al., 1:13-cv-05746 (E.D.N.Y.) and (ii) In re Payment Card Interchange Fee and Merch. Discount Antitrust Litig., 1:05-md-01720-MKB-JO (E.D.N.Y.) and (b) any other claims described in Schedule 5.01 of the Perfection Certificate; and (x) to the extent not covered by the foregoing clauses (i)—(vii) - (ix), all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (x) above, the security interest created by this Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Assets or Restricted Collateral; provided, that all Accounts arising from and all Proceeds, substitutions or replacements of any Restricted Collateral (other than Excluded Assets and Restricted Collateral) shall constitute Collateral hereunder.

Grant of Security Interest and Pledge. (a) As collateral security for the prompt and complete payment and performance in full when due (whether at stated maturity, by acceleration, or otherwise) of all the Secured ObligationsObligations and to induce Agent and each Holder to enter into the Purchase Agreement and to make the Convertible Note Loans in accordance with the terms thereof, each Grantor hereby (a) assigns, conveys, mortgages, pledges, hypothecates, and transfers to Agent for the ratable benefit of Holders, and hereby grants to the Collateral Agent for its benefit and for the ratable benefit of the Credit Parties Holders, a lien on and security interest in and to, and (b) pledges, mortgages and hypothecates to the Collateral Agent for its benefit and the benefit of the Credit Parties, in each casein, all of the such Grantor's right, title and interest of such Grantor in, to to, and under the following (all of which being hereinafter collectively called the following personal property and interests in property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”"COLLATERAL"): (i) all AccountsAccounts of such Grantor; (ii) all Goods, including Equipment, Inventory Chattel Paper of such Grantor and Fixturesrights to receive monies included thereby; (iii) all Investment Property and all Securities CollateralContracts of such Grantor; (iv) all Deposit Accounts (provided, notwithstanding anything herein to the contrary, for so long as the Merchandising Agreement is in effect, FLC will have a first priority lien on the Licensed Merchandise Account and the Secured Parties will have a second priority lien on the Licensed Merchandise Account) and all Securities AccountsCopyrights of such Grantor; (v) all Chattel Paper (whether tangible or electronic), Instruments, Letters Documents of Credit and Letter-of-Credit Rights arising from the sale of or providing of Inventory or services by such Grantor; (vi) all General Intangibles, Documents (including, if applicable, electronic Documents), and Supporting Obligations evidencing, governing, securing, arising from or related to any Equipment of the assets described in the foregoing clauses (i)—(v)such Grantor; (vii) all Intellectual Property CollateralGeneral Intangibles of such Grantor; (viii) all books Instruments of such Grantor and records relating rights to receive monies included thereby; (ix) all Inventory of such Grantor; (x) all Patent Licenses of such Grantor; (xi) all Trade Secrets of such Grantor; (xii) all Trademark Licenses of such Grantor; (xiii) all shares of capital stock of every class of each Subsidiary listed on the signature page hereof; PROVIDED THAT so long as no Default or Event of Default has occurred and is continuing, each Grantor shall be entitled to receive all cash dividends paid, to vote shares, and to give consents, waivers, and ratifications in respect of the stock secured or pledged hereby; PROVIDED, HOWEVER, that no vote shall be cast or consent, waiver, or ratification, given by any Grantor if the effect thereof would in the reasonable judgment of the Agent impair the stock secured or pledged hereby or be inconsistent with or result in any violation of the provisions of the Purchase Agreement or this Security Agreement; (xiv) all other goods and personal property of such Grantor whether tangible or intangible or whether now owned or hereafter acquired by such Grantor and wherever located; and (xv) to the extent not otherwise included, all Proceeds of each of the foregoing clauses and all accessions to, substitutions, and replacements for, and rents, profits, and products of each of the foregoing. (i)—(vi)b) In addition, as collateral security for the prompt and complete payment when due of the Secured Obligations and in order to induce Holders as aforesaid, Agent, for the ratable benefit of each Holders, is hereby granted a lien and security interest in all property of each Grantor held by Agent or such Holder, including, without limitation, all property of every description, now or hereafter in the possession or custody of or in transit to Agent or such Holder for 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.