Collateral; Grant of Lien and Security Interest Clause Samples

Collateral; Grant of Lien and Security Interest. (a) Pursuant to the Bankruptcy Court Orders and in accordance with the terms thereof, as security for the full and timely payment and performance of all of the Obligations, the Credit Parties hereby, assign, pledge and grant to the Collateral Agent, for the benefit of the Agents and the Lenders (the “Secured Parties”), a security interest in and to and Lien on all of the property, assets or interests in property or assets of such Person, of any kind or nature whatsoever, real or personal, tangible and intangible now existing or hereafter acquired or created, including, without limitation, all property of the “estate” (within the meaning of the Bankruptcy Code) of the Credit Parties, and all accounts, inventory, goods, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights and licenses therefor, general intangibles, payment intangibles, letters of credit, letter-of-credit rights, supporting obligations, machinery and equipment, real property (including all Facilities), fixtures, leases, all of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and all of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Subsidiary of the Company, all of the Capital Stock of all other Persons that are not Subsidiaries directly owned by the Company, money, investment property, deposit accounts, all commercial tort claims and other causes of action (other than Avoidance Actions), the proceeds of all Avoidance Actions, all Cash Collateral (as defined in the Interim Bankruptcy Court Order), and all cash and non-cash proceeds, rents, products, substitutions, accessions and profits of any of collateral described above (all property of the Credit Parties subject to the security interest referred to in this Section 00 being hereinafter, collectively, referred to as the “Collateral”). (b) Upon entry of the Interim Bankruptcy Court Order or Final Bankruptcy Court Order and subject to the terms thereof, as the case may be, the Liens and security interests in favor of the Collateral Agent referred to in 0 hereof shall be valid and perfected Liens and security interests in the Collateral, prior to all other Liens and security interests in the Collateral (subject to Permitted Priority Liens). Such Liens and security interests and their priority shall remain in effect until the total Commitment shall have been termin...

Collateral; Grant of Lien and Security Interest. (a) As security for the full and timely payment and performance of all of the Obligations, each Loan Party hereby, assigns, pledges and grants to Collateral Agent, for the benefit of the Agents and the Lenders, a first priority security interest in and to and Lien on all of the “DIP Collateral” (as defined in the Bankruptcy Court Orders) (all property of the Loan Parties subject to the security interest referred to in this Section 3.1(a) being hereinafter collectively referred to as the "Collateral"). (b) Upon entry of the Interim Bankruptcy Court Order or Final Bankruptcy Court Order, as the case may be, the Liens and security interests in favor of Collateral Agent referred to in Section 3.1(a) hereof shall be valid and perfected Liens and security interests in the Collateral, prior to all other Liens and security interests in the Collateral, other than the Permitted Priority Liens. Such Liens and security interests and their priority shall remain in effect until the Commitments shall have been terminated and all Obligations shall have been repaid in cash in full. (c) Notwithstanding anything herein to the contrary (i) all proceeds, income and other revenues received by the Company, any Subsidiary of the Company or the Agents or any Lender from the Collateral subject to the Liens granted in this Section 3.1 or under any other Loan Document or by the Bankruptcy Court Orders shall be subject to the prior payment of Carve-Out Expenses to the extent set forth in the Bankruptcy Court Orders, and (ii) no Person entitled to Carve-Out Expenses shall be entitled to sell or otherwise dispose, or seek or object to the sale or other disposition, of any Collateral.

Collateral; Grant of Lien and Security Interest. As more fully set forth in the Security Documents, as security for the full and timely payment and performance of all of the Obligations, each Obligor hereby assigns, pledges and grants to the Agent, for the benefit of the Holders, a continuing first-priority security interest in and to and Lien (“Agent’s Liens”) on all right, title and interests in all property or assets of such Obligor, of every kind or nature whatsoever, wherever located, howsoever evidenced, whether contingent or absolute, real or personal, now existing or hereafter acquired, arising or created, including without limitation all Accounts, inventory, goods, contract rights, instruments, documents, chattel paper, general intangibles, payment intangibles, letters of credit, letter-of-credit rights, supporting obligations, machinery and equipment, real property, fixtures, leases, 100% of the Capital Stock in any Subsidiary, money, investment property, deposit accounts, all commercial tort claims and all causes of action arising under the Bankruptcy Code or otherwise, and all cash and non-cash proceeds, rents, products and profits of any of the foregoing (all property of the Obligors subject to the security interest referred to in this Section 3.01 being hereafter collectively referred to as the “Collateral”).

Collateral; Grant of Lien and Security Interest. (a) Pursuant to the DIP Orders and in accordance with the terms thereof, as security for the full and timely payment and performance of all of the Obligations, the Credit Parties hereby, assign, pledge and grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in and to and, subject to Section 10.05, a Lien on all of the Collateral. (b) Notwithstanding anything herein to the contrary (i) all proceeds received by the Administrative Agent and the Lenders from the Collateral subject to the Liens granted in Section 10.04(a) and in each other Loan Document and by the Chapter 11 Orders shall be subject to the Carve-Out, and (ii) no Person entitled to amounts in respect of the Carve Out shall be entitled to dispose of any Collateral, and without limiting such Person’s right to receive proceeds of a sale or other disposition of Collateral up to the amount of the Carve-Out owed to such Person, such Person shall not seek or object to the sale or other disposition, of any Collateral. (c) Any funding or payment of the Carve Out shall be added to, and made a part of, the secured obligations secured by the Collateral (subject in the case of the “Carve-Out Account” (as defined in the DIP Order) to the DIP Order) and shall be otherwise entitled to the protections granted under the DIP Order, the Loan Documents, the Bankruptcy Code, and applicable Law.

Collateral; Grant of Lien and Security Interest. (i) Pursuant to and as provided in the Final Bankruptcy Court Order, as security for the full and timely payment and performance of all of the Obligations, each Debtor Borrower hereby as of the Effective Date assigns, pledges, transfers and grants to the Agent, for the benefit of the Agent and the Tranche A Lenders, pursuant to Section 364 of the Bankruptcy Code, a perfected security interest in and to and Lien on all currently existing or hereafter acquired or arising Collateral. (ii) As security for the full and timely payment and performance of all of the Obligations, the Non-Debtor Borrower hereby as of the Effective Date assigns, pledges, transfers and grants to the Agent, for the benefit of the Agent and the Tranche A Lenders, a perfected security interest in and to and Lien on all its currently existing or hereafter acquired or arising Collateral. (i) Upon entry of the Final Bankruptcy Court Order and pursuant to its terms, the Lien and security interest in favor of the Agent referred to in Section 3.01(a)(i) hereof shall be a valid, binding, enforceable and perfected Lien and security interest in favor of the Agent in the Collateral, prior to all other Liens and security interests in the Collateral except for (i) Liens existing on the Effective Date securing the Senior Claims set forth on Schedule 1.01(E) and (ii) Permitted Liens (to the extent that such Permitted Liens are accorded priority as a matter of law or pursuant to agreement). Such Lien and security interest and its priority shall remain in effect until the Commitments have been terminated and all Obligations have been repaid in cash in full. (ii) The Lien and security interest in favor of the Agent referred to in Section 3.01(a)(ii) hereof shall be a valid, binding, enforceable and perfected Lien and security interest in the Collateral, prior to all other Liens and security interests in the Collateral. Such Lien and security interest and its priority shall remain in effect until the Commitments have been terminated and all Obligations have been repaid in cash in full. (c) Notwithstanding anything herein to the contrary (i) all Proceeds received by the Agent and the Tranche A Lenders from the Collateral subject to the Liens granted by the Debtor Borrowers in this Section 3.01 and in each other Tranche A Revolving Loan Document and by the Final Bankruptcy Court Order following an Event of Default shall be subject to the prior payment of the Carve-Out Expenses having priority over the Oblig...

Collateral; Grant of Lien and Security Interest. (a) As security for the full and timely payment and performance of all of the Obligations, each Borrower hereby as of the Entry Date assigns, pledges, transfers and grants to the Agent, for the benefit of the Lenders, a first priority security interest in and to and Lien on all of the property, assets or interests in property or assets of such Borrower, of any kind or nature whatsoever, real or personal, now existing or hereafter acquired or created (including, without limitation, all property of the estate (within the meaning of the Bankruptcy Code), accounts, inventory, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights, general intangibles, machinery and equipment, real property, all of the Capital Stock or other equity interests in each Subsidiary of such Borrower, investment property, and all causes of action arising under the Bankruptcy Code or otherwise (other than Avoidance Actions)), and all proceeds, rents, products and profits of any of the foregoing (all property of the Borrowers subject to the security interest referred to in this Section 3.01(a) being hereafter referred to as the "Collateral"); provided, that, (x) ---------- -------- such security interest and Lien shall be subject to Permitted Priority Liens, (y) the security interest and Lien granted to the Agent with respect to the property, assets or interests in property or assets of the Parent located outside the United States shall be subject to compliance by the Agent and each Borrower with any local law requirements regarding the perfection of such security interest and Lien (and to that end, the Agent hereby reserves the right to take any and all action to comply, and cause each Borrower to comply, with any such local law requirements), and (z) at no time shall the Capital Stock or other equity interests of any Subsidiary of Dictaphone or L&H Holdings not organized under the laws of the United States or any state thereof pledged to the Agent pursuant to this Section 3.01(a) exceed 65% of the Capital Stock or other equity interests of such Subsidiary. (b) Upon entry of the Final Bankruptcy Court Order, the Liens and security interests in favor of the Agent referred to in Section 3.01(a) hereof shall be valid and perfected Liens and security interests in the Collateral, prior to all other Liens and security interests in the Collateral, except for Permitted Priority Liens. Such Liens and security interests and their priority shall remain in effect u...

Collateral; Grant of Lien and Security Interest. (i) Pursuant to the Interim Order and (when applicable) the Final Order and in accordance with the terms thereof (and subject to the terms and conditions set forth therein), as security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration, or otherwise) of the Obligations, the Borrower hereby assigns, pledges, and grants to the Collateral Agent, for the benefit of the Secured Parties (subject, in each case, to the Carve Out and the RCT Reclamation Support Carve Out): (A) a fully-perfected first priority senior security interest in and Lien upon, pursuant to section 364(c)(2) of the Bankruptcy Code, all prepetition and postpetition property of the Borrower, whether existing on the Petition Date or thereafter acquired that, on or as of the Petition Date, is not subject to valid, perfected, and non-avoidable Liens, including, without limitation, all real and personal property, inventory, plant, fixtures, machinery, equipment, the RCT L/C Collateral Accounts, the General L/C Collateral Accounts, cash, any investment of such cash, accounts receivable, other rights to payment whether arising before or after the Petition Date (including, without limitation, post-petition intercompany claims of the Borrower), deposit accounts, investment property, supporting obligations, minerals, oil, gas, and as-extracted collateral, causes of action (including those arising under section 549 of the Bankruptcy Code and any related action under section 550 of the Bankruptcy Code), royalty interests, chattel paper, contracts, general intangibles, documents, instruments, interests in leaseholds, letter of credit rights, patents, copyrights, trademarks, trade names, other intellectual property, Stock and Stock Equivalents of Subsidiaries, books and records pertaining to the foregoing, and to the extent not otherwise included, all proceeds, products, offspring, and profits of any and all of the foregoing (the “Unencumbered Property”); provided that the Unencumbered Property shall exclude the Borrower’s Avoidance Actions, but subject only to, and effective upon, entry of the Final Order, shall include any proceeds or property recovered, unencumbered, or otherwise the subject of successful Avoidance Actions, whether by judgment, settlement, or otherwise; (B) a fully-perfected first priority senior priming security interest in and Lien upon, pursuant to section 364(d)(1) of the Bankruptcy Code, all prepetition and postpetition pro...

Collateral; Grant of Lien and Security Interest. As security for the full and timely payment and performance of all of the Obligations and in accordance with the Security Agreement, the Borrower hereby and thereby, as of the Interim Order Entry Date, assigns, pledges, transfers and grants to the Lender, a first priority security interest in and to and Lien on all of the Collateral (subject to the Carve-Out Expenses as provided herein and in the Orders), all as further provided in the Loan Documents.

Collateral; Grant of Lien and Security Interest. (a) Pursuant to, and otherwise subject to the terms of, the Bankruptcy Court DIP Order and in accordance with the terms thereof, subject to the Carve Out, as security for the full and timely payment and performance of all of the Obligations and subject to the limitations, reservations, restrictions, and qualifications contained in any Collateral Document, the Loan Parties hereby, pledge and grant to Collateral Agent for the benefit of the Secured Parties, a security interest in and to a Lien on all of the Collateral without duplication. (b) Notwithstanding anything herein to the contrary all proceeds received by the Agents and the Lenders from the Collateral subject to the Liens granted in this Section 11.01 and in each other Loan Document and by the Bankruptcy Court DIP Order shall be subject in all respects to the Carve Out. (c) Notwithstanding anything herein to the contrary or any other Loan Document, it is understood and agreed that in no event shall Collateral include any Excluded Property.