Common use of Collateral; Grant of Lien and Security Interest Clause in Contracts

Collateral; Grant of Lien and Security Interest. As more fully set forth in the Sellers’ 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 ratable benefit of the Holders, with respect to the Sellers’ Secured Notes a continuing security interest in and to and Lien 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 (such security interest and Liens being hereafter collectively referred to as the “Agent’s Liens”, and all property of the Obligors subject to the Agent’s Liens being hereafter collectively referred to as the “Collateral”). The Agent’s Liens shall be prior to all other Liens in or on the Collateral other than Permitted Liens.

Collateral; Grant of Lien and Security Interest. As more fully set forth in the Sellers’ 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 ratable benefit of the Holders, with respect to the Sellers’ Secured Notes 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 (such security interest and Liens being hereafter collectively referred to as the “Agent’s Liens”, and all property of the Obligors subject to the Agent’s Liens security interest referred to in this Section 3.01 being hereafter collectively referred to as the “Collateral”). The Agent’s Liens ; provided, however, that only for so long as there remains a Permitted Lien on the Aircraft Interest, neither the Capital Stock nor any of the property of PMGI Holdings Inc. shall be prior to Collateral. Effective upon termination of all other Permitted Liens in or on the Aircraft Interest, the Capital Stock and property of PMGI Holdings Inc. shall immediately, and without further action, be deemed Collateral hereunder and under the other than Permitted LiensNote Documents.

Collateral; Grant of Lien and Security Interest. As more fully set forth in the Sellers’ 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 ratable benefit of the Holders, with respect to the Sellers’ Secured Notes a continuing first-priority security interest in and to and Lien (“Agent’s Liens”; provided that the Agent’s Liens on the Collateral of the Subordinated Guarantors shall be subject to the higher priority Liens of the holders of the notes described in clauses (i) and (ii) of the definition of PMGI Notes) 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 (such security interest and Liens being hereafter collectively referred to as the “Agent’s Liens”, and all property of the Obligors subject to the Agent’s Liens security interest referred to in this Section 3.01 being hereafter collectively referred to as the “Collateral”). The Agent’s Liens shall be prior to all other Liens in or on the Collateral other than Permitted Liens.

Collateral; Grant of Lien and Security Interest. As more fully (i) Pursuant to the Final Order and in accordance with the terms thereof (and subject to the terms and conditions set forth in the Sellers’ Security Documentstherein), as security for the full prompt and timely complete payment and performance of all when due (whether at the stated maturity, by acceleration, or otherwise) of the Obligations, each Obligor the Borrower hereby assigns, pledges pledges, and grants to the Collateral Agent, for the ratable benefit of the HoldersSecured Parties (subject, with respect in each case, to the Sellers’ Secured Notes Carve Out): (A) a continuing fully-perfected first priority senior security interest in and Lien upon, pursuant to section 364(c)(2) of the Bankruptcy Code, all prepetition and Lien on all right, title and interests in all postpetition property or assets of such Obligor, of every kind or nature whatsoever, wherever located, howsoever evidencedthe Borrower, whether contingent existing on the Petition Date or absolutethereafter acquired that, on or as of the Petition Date, is not subject to valid, perfected, and non-avoidable Liens, including, without limitation, all real or personal, now existing or hereafter acquired, arising or created, including without limitation all Accountsand personal property, inventory, goodsplant, contract rightsfixtures, instrumentsmachinery, documentsequipment, 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, payment intangiblesdocuments, letters instruments, interests in leaseholds, letter of credit, letter-of-credit rights, supporting obligationspatents, machinery and equipmentcopyrights, real trademarks, trade names, other intellectual property, fixturesStock and Stock Equivalents of Subsidiaries, leasesbooks and records pertaining to the foregoing, 100% of and to the Capital Stock in any Subsidiary, money, investment property, deposit accountsextent not otherwise included, all commercial tort claims and all causes of action arising under the Bankruptcy Code or otherwise, and all cash and non-cash proceeds, rentsproducts, products offspring, and profits of any and all of the foregoing (such 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 Liens being hereafter collectively referred Lien upon, pursuant to as section 364(d)(1) of the “Agent’s Liens”Bankruptcy Code, all prepetition and all postpetition property of the Obligors Borrower, whether existing on the Petition Date or thereafter acquired, that is subject to valid, perfected, and non-avoidable Liens currently held by any of the Agent’s Liens being hereafter collectively referred to as the “Collateral”). The Agent’s Prepetition Primed Trustees and Existing Primed Creditors; provided that such security interests and Liens shall be senior in all respects to the interests in such property of any of the Prepetition Primed Trustees and Existing Primed Creditors arising from current and future Liens of any of the Prepetition Primed Trustees and Existing Primed Creditors (including, without limitation, Adequate Protection Liens) (as defined in the Final Order), but shall not be senior to any valid, perfected, and non-avoidable interests of other parties arising out of Liens, if any, on such property existing immediately prior to the Petition Date, or to any valid, perfected, and non-avoidable interests in such property arising out of Liens to which the Liens of any of the Prepetition Primed Trustees and Existing Primed Creditors become subject subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code; and (C) a fully-perfected junior security interest in and Lien upon, pursuant to section 364(c)(3) of the Bankruptcy Code, all prepetition and postpetition property of the Borrower (other than the property described in clauses (A) and (B) of this Section 12.1(a)(i), as to which the Liens and security interests in favor of the Collateral Agent, for the benefit of the Secured Parties, will be as described in such clauses), whether existing on the Petition Date or thereafter acquired, that is subject to valid, perfected, and non-avoidable Liens in existence immediately prior to the Petition Date, or on to any valid and non-avoidable Liens in existence immediately prior to the Petition Date that are perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code (in each case, other than the Adequate Protection Liens); provided, that notwithstanding anything to the contrary in this Section 12.1(a)(i), the Collateral shall exclude Excluded Collateral. (ii) The security interests and Liens in favor of the Collateral Agent in the Collateral shall be effective immediately upon the entry of the Final Order and subject, only in the event of the occurrence and during the continuance of an Event of Default, to the Carve Out and the terms and conditions set forth in the Final Order. Such Liens and security interests and their priority shall remain in effect until the Obligations (except for Hedging Obligations in respect of any Secured Hedging Agreement and/or Cash Management Obligations in respect of Secured Cash Management Agreements, and Contingent Obligations) have been indefeasibly paid in full, in cash and all Term Loan Commitment have been terminated. (iii) Subject only to the prior payment of the Carve Out, no costs or expenses of administration which have been or may be incurred in the Cases or any Successor Cases (as defined in the Final Order) or in any other than Permitted Liensproceedings related thereto, and no priority claims, are or will be senior to, or pari passu with, any claim of any Secured Party or the Collateral Agent against any Credit Party.

Collateral; Grant of Lien and Security Interest. (a) As more fully set forth in the Sellers’ Security Documents, as security for the full and timely payment and performance of all of the Obligations, each Obligor hereby Debtor hereby, as of the Interim Bankruptcy Court Order Entry Date, assigns, pledges and grants to the Administrative Agent, for the ratable benefit of the HoldersAdministrative Agent and the Lender, (i) under section 364(c)(2) of the Bankruptcy Code, with respect to the Sellers’ Secured Notes a continuing first priority, perfected security interest in and to and Lien on all right, title and interests in all property or assets of such Obligor, the estate of every kind or nature whatsoever, wherever located, howsoever evidencedeach Debtor, whether contingent existing on the Filing Date or absolute, real or personal, now existing or hereafter thereafter acquired, arising that, on or createdas of the Filing Date, including is not subject to valid, perfected and non-avoidable Liens, including, without limitation limitation, all Accountscash and cash collateral of the Debtors, inventory, goodsaccounts receivable, contract rightsother rights to payment whether arising before or after the Filing Date, instrumentscontracts, documentsproperties, chattel paperplants, equipment, general intangibles, payment intangiblesdocuments, letters of creditinstruments, letter-of-credit rights, supporting obligations, machinery and equipmentinterests in leaseholds, real propertyproperties, fixturespatents, leasescopyrights, 100% of the trademarks, trade names, other Intellectual Property, Capital Stock in any Subsidiaryof Subsidiaries, moneytrademarks, investment propertytrade names, all deposit accounts, all cash maintained in deposit and other accounts (other than the Excluded Funds), all commercial tort claims and all causes of action arising under the Bankruptcy Code or otherwise, otherwise and all cash proceeds of the foregoing; and (ii) under section 364(c)(3) of the Bankruptcy Code, a perfected junior security interest in and Lien on all property of the estate of each Debtor (other than to the extent a Lien and security interest was granted under clause (i) above, including the Excluded Funds), whether now existing or hereafter acquired, that is subject only to valid, perfected and non-cash proceeds, rents, products and profits of any avoidable Liens that constitute Permitted Priority Liens (all property of the foregoing (such Debtors subject to the security interest and Liens referred to in this Section 3.04, including, but not limited to, the Collateral described on Exhibit A hereto, being hereafter collectively referred to as the “Agent’s Liens”, and all property part of the Obligors "Collateral"). (b) Upon entry of the Interim Bankruptcy Court Order, the Liens and security interests in favor of the Lender referred to in Section 3.04 hereof shall be valid and perfected Liens and security interests in the Collateral. Such Liens and security interests and their priority shall remain in effect until all Obligations shall have been repaid in cash in full. (c) Notwithstanding anything herein to the contrary (i) all proceeds received by the Administrative Agent and the Lender from the Collateral subject to the Agent’s Liens being hereafter collectively referred to as granted in this Section 3.04 and in each other Loan Document and by the “Collateral”). The Agent’s Liens Bankruptcy Court Orders shall be subject to the prior payment of the Carve-Out Expenses, and (ii) no Person entitled to all other Liens in Carve-Out Expenses shall be entitled to sell or on the Collateral other than Permitted Liensotherwise dispose, or seek, sell or otherwise dispose of any Collateral.

Collateral; Grant of Lien and Security Interest. As more fully set forth (a) Pursuant to the Custodian Agreement, the Custodian shall hold the Collateral Documents as the exclusive bailee and agent for the Agent and the Lenders pursuant to the terms of the Custodian Agreement and shall deliver to the Agent trust receipts each to the effect that it has reviewed such Collateral Documents in the Sellers’ Security Documents, as manner and to the extent required by the Custodian Agreement and identifying any deficiencies in such Collateral Documents so reviewed. (b) As security for the full and timely payment and performance of all of the Obligations, each Obligor the Borrower hereby assigns, assigns and pledges to the Agent for the benefit of the Lenders and hereby grants to the Agent, Agent for the ratable benefit of the HoldersLenders, with respect to the Sellers’ Secured Notes a continuing security interest in and to and Lien on all rightof the property, title and assets or interests in all property or assets of such Obligorthe Borrower, of every any kind or nature whatsoever, wherever located, howsoever evidenced, whether contingent or absolute, real or personal, now existing or hereafter acquired, arising acquired or created, 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% property of the Capital Stock in any Subsidiaryestate (within the meaning of the Bankruptcy Code), money, investment property, deposit accounts, all commercial tort claims and all causes of action arising under the Bankruptcy Code or otherwiseotherwise other than under Sections 544, 545, 547, 548, 549, 550, 551 or 553 of the Bankruptcy Code), and all cash and non-cash proceeds, rents, products and profits of any of the foregoing (such foregoing, including, without limitation, a security interest in and Liens to the following (all property of the Borrower subject to the security interest referred to in this Section 3.04 being hereafter collectively hereinafter referred to as the “"Collateral"): (1) all Mortgage Loans now or hereafter made, including, without limitation, all Mortgage Loans which have been pledged to the Agent (whether by delivery to the Agent or to the Custodian on the Agent’s Liens”'s behalf or otherwise) or upon which any Loan is made by the Agent or the Lenders, the Mortgage Note and Mortgage and the other Collateral Documents evidencing said Mortgage Loans, all servicing rights and servicing fees and other income arising from or relating to such Mortgage Loans, and all instruments, documents, loan agreements, guarantees, interest rate swap, cap or collar agreements or similar agreements, contract rights, general intangibles, property rights, proceeds and payments arising therefrom or relating thereto, including without limitation the following: (a) all payments and prepayments of principal, interest, and other income due or to become due thereon and all proceeds (b) all Liens with respect thereto or as security therefor; (c) all hazard insurance policies, title insurance policies or condemnation proceeds with respect thereto including, without limitation, any FHA mortgage insurance; and (d) all prepayment premiums and late payment charges with respect thereto; (2) all real estate acquired by the Borrower by deed in lieu of foreclosure or by foreclosure attributable to any such Mortgage Loan; (3) all Purchase Commitments issued with respect to any such Mortgage Loan and all rights of the Borrower with respect thereto; (4) all right, title and interest of the Borrower in and to all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and other records, information, and related data of the Borrower with respect to such Mortgage Loans; (5) all business records, computer tapes, software and microfiche necessary or useful to identify and locate the Collateral; (6) each Wet Mortgage Loan and all documents and agreements delivered in connection therewith or relating thereto including, without limitation, the Mortgage Note, Mortgage and Collateral Documents related thereto (such Wet Mortgage Loan and all such documents, instruments and agreements and Collateral Documents related thereto, being herein collectively called, the "Wet Collateral") immediately upon the funding of the Loan in respect thereof and the creation of the Wet Mortgage Loan; (7) all cash from time to time deposited in any deposit account of the Borrower with the Custodian, including, without limitation, the Warehouse Account, the Restricted Account, and the Operating Account; (a) all moneys, securities and other property and the proceeds thereof, now or hereafter held or received by, or in transit to, the Agent or any Lender from or for the Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all of the Borrower's sums and credits with, and all of the Borrower's claims against the Agent or any Lender at any time existing; (b) all rights, interests, choses in action, causes of actions, claims and all other intangible property of every kind and nature, in each instance whether now owned or hereafter acquired by the Obligors subject to the Agent’s Liens being hereafter collectively referred to as the “Collateral”). The Agent’s Liens shall be prior to all other Liens in or on the Collateral other than Permitted Liens.Borrower, including, without limitation, all

Collateral; Grant of Lien and Security Interest. (a) As more fully set forth in the Sellers’ Security Documents, as security for the full and timely payment and performance of all of the Obligations, each Obligor hereby of the Loan Parties hereby, as of the Interim Bankruptcy Court Order Entry Date, assigns, pledges and grants (or causes the assignment, pledge and grant in respect of any indirectly owned assets) to the Collateral Agent, for the ratable benefit of the HoldersLenders, with respect to the Sellers’ Secured Notes a continuing security interest in and to and Lien on all rightof the property, title and assets or interests in all property or assets of such ObligorPerson, of every any kind or nature whatsoever, wherever located, howsoever evidenced, whether contingent or absolute, real or personal, now existing or hereafter acquired, arising acquired or created, including including, without limitation limitation, all Accountsproperty of the “estate” (within the meaning of the US Bankruptcy Code) and 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% all of the Capital Stock (whether such Capital Stock is voting or non-voting Capital Stock) in any Subsidiaryof its direct Subsidiaries, all of its Capital Stock or other equity interests in all joint venture, partnership or limited liability company interests or other similar interests of such Loan Party in Persons that are not its Subsidiaries directly owned by such Loan Party, money, investment property, deposit accounts, all commercial tort claims and all causes of action arising under the applicable Bankruptcy Code or otherwiseotherwise (including, without limitation, all Avoidance Actions and the proceeds thereof and all Avoided Payments), and all cash and non-cash proceeds, rents, products and profits of any of the foregoing collateral described above (such security interest and Liens being hereafter collectively referred to as the “Agent’s Liens”, and all property of the Obligors Loan Parties subject to the Agent’s Liens security interest referred to in this Section 11.4(a) being hereafter collectively referred to as the “Collateral”). The Agent’s . (b) Upon entry of the Interim Bankruptcy Court Orders or Final Bankruptcy Court Orders, as the case may be, the Liens and security interests in favor of the Collateral Agent referred to in Section 11.4(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 for the Permitted Priority Liens. Such Liens and security interests and their priority shall remain in effect until the Total Commitment shall have been terminated and all Obligations and all Pre-Petition Term Loan Obligations shall have been paid in cash in full and the outstanding Letters of Credit have been terminated or on cash collateralized (other than indemnification obligations for which no claim has been asserted). (c) Notwithstanding anything herein to the contrary (i) all proceeds received by the Agents and the Lenders from the Collateral subject to the Liens granted in this Section 11.4 and in each other than Permitted LiensLoan Document and by the Bankruptcy Court Orders shall be subject to the prior payment of amounts owing in respect of the Carve-Out to the extent set forth in clause “first” of the definition of the term “Agreed Administrative Expense Priorities”, and (ii) no Person entitled to such expenses shall be entitled to sell or otherwise dispose of any Collateral. (d) Each of the Loan Parties hereby agrees that the Lien and security interests created by each of the Pre-Petition Canadian Security Documents secures the full and timely payment and performance of all of the Obligations and that wherever in any of the Pre-Petition Canadian Security Documents there is a statement that such Lien or security interest secures, or is made to secure, the “Obligations” as defined in the Pre-Petition Credit Agreement, then, in each such case, such Pre-Petition Canadian Security Document is hereby amended to reflect that, in addition to so doing, the Lien and security interest created by each such Pre-Petition Canadian Security Document also secures the Obligations.

Collateral; Grant of Lien and Security Interest. (a) As more fully set forth in the Sellers’ Security Documents, as security for the full and timely payment and performance of all of the Obligations: (i) each of the Loan Parties hereby, each Obligor hereby as of the Bankruptcy Court Order Entry Date, assigns, pledges and grants to the Collateral Agent, for the ratable benefit of the HoldersLenders, with respect to the Sellers’ Secured Notes a continuing perfected security interest in and to to, and a Lien on on, all rightof the property, title and assets or interests in all property or assets of such ObligorPerson, of every any kind or nature whatsoever, wherever located, howsoever evidenced, whether contingent or absolute, real or personal, now existing or hereafter acquired, arising acquired or created, including including, without limitation limitation, all property of the “estate” (within the meaning of the Bankruptcy Code), and all Accounts, inventoryInventory, goods, As-Extracted Collateral, contract rights, instruments, documents, chattel paper, general intangibles, payment intangibles, letters of credit, letter-of-credit rights, supporting obligations, machinery and equipment, real property, Vessels and other marine assets, fixtures, leases, 100% all of the Capital Stock (whether such stock is voting or non-voting stock) in any Subsidiaryof its Subsidiaries, money, investment property, deposit accounts, all commercial tort claims (excluding all Avoidance Actions and all causes of action arising under the Bankruptcy Code or otherwiseproceeds thereof), and all cash and non-cash proceeds, rents, products and profits of any of the foregoing (such security interest and Liens being hereafter collectively referred to as the “Agent’s Liens”, and all property of the Obligors Loan Parties subject to the Agent’s Liens security interest referred to in this Section 4.01(a) being hereafter collectively referred to as the “Collateral”). The Agent’s . (b) Upon entry of the Bankruptcy Court Order, the Liens and security interests in favor of the Collateral Agent referred to in Section 4.01(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, other than for the Permitted Priority Liens. Such Liens and security interests and their priority shall remain in effect until the Total Commitment shall have been terminated and all Obligations shall have been repaid in cash in full and the outstanding Letter of Credit Accommodations have been terminated or on cash collateralized. (c) Notwithstanding anything herein to the contrary (i) all proceeds received by the Agents and the Lenders from the Collateral subject to the Liens granted in this Section 4.01 and in each other than Permitted LiensLoan Document and by the Bankruptcy Court Order shall be subject to the prior payment of the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in the definition of Agreed Administrative Expense Priorities, 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. (a) As more fully set forth in the Sellers’ Security Documents, as security for the full and timely payment and performance of all of the Obligations, each Obligor Loan Party hereby as of the Interim Bankruptcy Court Order Entry Date assigns, pledges and grants to the Agent, for the ratable benefit of the HoldersLenders, with respect to the Sellers’ Secured Notes a continuing security interest in and to and Lien on all rightof the property, title and assets or interests in all property or assets of such ObligorPerson, of every any kind or nature whatsoever, wherever located, howsoever evidenced, whether contingent or absolute, real or personal, now existing or hereafter acquired, arising acquired or created, including including, without limitation limitation, all Accountsproperty of the "estate" (within the meaning of the Bankruptcy Code), and 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 or other equity interests in any Subsidiary, money, investment property, deposit accounts, all commercial tort claims and all causes of action arising under the Bankruptcy Code or otherwiseotherwise (on and after the Final Bankruptcy Court Order Entry Date including, without limitation, all Avoidance Actions), and all cash and non-cash proceeds, rents, products and profits of any of the foregoing (such all property of the Loan Parties subject to the security interest and Liens referred to in this Section 3.01(a) being hereafter collectively referred to as the “Agent’s Liens”, and all property "Collateral"). (b) Upon entry of the Obligors subject to Interim Bankruptcy Court Order or Final Bankruptcy Court Order, as the Agent’s case may be, the Liens being hereafter collectively and security interests in favor of the Agent referred to as the “Collateral”). The Agent’s Liens 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 or on the Collateral, other than for the Permitted Priority Liens. Such Liens and security interests and their priority shall remain in effect until the Total Commitment 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 received by the Agent and the Lenders from the Collateral subject to the Liens granted in this Section 3.01 and in each other than Permitted LiensLoan Document and by the Bankruptcy Court Orders shall be subject to the prior payment of the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in the definition of Agreed Administrative Expense Priorities, 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. (i) As more fully set forth in the Sellers’ Security Documents, as security for the full and timely payment and performance of all of the Obligations, each Obligor upon authorization by the Bankruptcy Court under any of the DIP Orders, the Borrower hereby assigns, pledges and grants to the AgentDIP Lender, for the ratable benefit of the Holders, with respect to the Sellers’ Secured Notes a continuing superprioirty security interest in and to and Lien on (subject only to Permitted Liens and the Carve-Out) all rightof the property, title and assets or interests in all property or assets of such ObligorBorrower, of every any kind or nature whatsoever, wherever located, howsoever evidenced, whether contingent or absolute, real or personal, tangible and intangible now existing or hereafter acquired, arising acquired or created, including without limitation all Accountsproperty of the “estate” (within the meaning of the Bankruptcy Code) of the Borrower, inventoryand all cash, goodsmoney, cash equivalents, deposit accounts, securities accounts, accounts, other receivables, chattel paper, contract rights, goods and inventory (wherever located), instruments, documents, chattel papersecurities (whether or not marketable) and investment property, furniture, fixtures, equipment, franchise rights, trade names, trademarks, service marks, copyrights, patents, intellectual property, general intangibles of any kind, rights to the payment of money, supporting obligations, guarantees, general intangibles, payment intangibles, letters letter 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 claims, causes of action arising and all substitutions, books and records related to the foregoing, and accessions and proceeds of the foregoing, wherever located, including insurance or other proceeds, the proceeds of all Avoidance Actions (subject to entry of a Final Order), rights under section 506(c) of the Bankruptcy Code or otherwise(subject to the entry of a Final Order), all “Cash Collateral” (as defined in the DIP Orders), and all cash and non-cash proceeds, rents, products products, substitutions, accessions and profits of any of the foregoing collateral described above (such security interest and Liens being hereafter collectively referred to as the “Agent’s Liens”, and all property of the Obligors Borrower subject to the Agent’s Liens security interest referred to in this clause (6)(a)(i) being hereafter collectively hereinafter, collectively, referred to as the “Collateral”); provided, however, Collateral shall not include (a) the Debtor’s leasehold interests (but shall include any proceeds from the assumption and assignment of any leasehold interest), (b) the Debtor’s interests in leased personal property, and (c) any interest of the Debtor in the Professional Fee Escrow Account and the Professional Fee Escrow funds therein (each as defined in the DIP Orders) except as otherwise provided in the DIP Order. Unless otherwise specified, terms used in this Section 6(a)(i) that are defined in the UCC shall have the meangings set forth therein. (ii) The Agent’s security interests and Liens in favor of the DIP Lender in the Collateral shall be prior effective immediately upon the entry of the Interim Order and have the priority set forth in Sections 9(c)(iii) – (v). Such Liens and security interests and their priority shall remain in effect until the Commitment shall have been terminated and all Obligations shall have been paid in full. (iii) Notwithstanding anything herein to the contrary (A) all other Liens in or on proceeds received by the DIP Lender from the Collateral subject to the Liens granted in Section 6(a)(i) and in each other than Permitted LiensLoan Document shall be, upon the occurrence and during the continuation of an Event of Default or a default under any DIP Order, subject and subordinate to the prior payment of the Carve-Out and (B) no Person entitled to the Carve-Out shall be entitled to sell or otherwise dispose of any Collateral, and without limiting such Person’s right to receive proceeds of a sale 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.

Collateral; Grant of Lien and Security Interest. (a) As more fully set forth in the Sellers’ Security Documents, as security for the full and timely payment and performance of all of the Obligations, each Obligor hereby of the Loan Parties assigns, pledges and grants (or causes the assignment, pledge and grant in respect of any indirectly owned assets) to the Agent, for the ratable benefit of Agent, Bank Product Providers and the HoldersLenders, with respect to the Sellers’ Secured Notes a continuing security interest in and to and Lien on all rightof the property, title and assets or interests in all property or assets of such ObligorPerson, of every any kind or nature whatsoever, wherever located, howsoever evidenced, whether contingent or absolute, real or personal, now existing or hereafter acquired, arising acquired or created, including including, without limitation limitation, all Accountsproperty of the “estate” (within the meaning of the Bankruptcy Code) of such Loan Party, 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, fixtures, leases, 100% all of the Capital Stock in any Subsidiaryof each Subsidiary of such Loan Party, all of the Stock of all other Persons directly owned by such Loan Party, money, investment property, deposit accounts, all commercial tort claims and all causes of action arising under the Bankruptcy Code or otherwiseotherwise (but excluding any Avoidance Actions or the proceeds of Avoidance Actions), and all cash and non-cash proceeds, rents, products and profits of any of the foregoing collateral described above (such security interest and Liens being hereafter collectively referred to as the “Agent’s Liens”, and all property of the Obligors Loan Parties subject to the Agent’s Liens security interest referred to in this Section 3.1(a) being hereafter collectively referred to as the “Collateral”). The . (b) Upon entry of the Final Bankruptcy Court Order, the Agent’s Liens and security interests in favor of Agent, Bank Product Providers and the Lenders referred to in Section 3.1(a) hereof shall be prior valid and perfected Liens and security interests in the Collateral, with priority as granted in the Final Bankruptcy Court Order. Such Agent’s Liens and security interests and their priority shall remain in effect until the Commitments hereunder have been terminated and the payment to Agent, in cash, of the Obligations (including (i) providing Letter of Credit Collateralization with respect to then existing Letter of Credit Usage and (ii) providing Bank Product Collateralization with respect to the then existing Bank Products), in full. (c) Notwithstanding anything herein to the contrary (i) all other Liens in or on proceeds received by Agent and the Lenders from the Collateral subject to the Agent’s Liens granted in this Section 3.1, in each other than Permitted LiensLoan Document and by the Bankruptcy Court Orders shall be subject to the prior payment of Carve-Out Expenses to the extent set forth in clause “first” of the definition of the term “Agreed Administrative Expense Priorities”, and (ii) no Person entitled to such Carve-Out Expenses shall be entitled to sell or otherwise dispose, or seek or object to the sale or other disposition, of any Collateral for its own account.

Collateral; Grant of Lien and Security Interest. (a) As more fully set forth in the Sellers’ Security Documents, as security for the full and timely payment and performance of all of the Obligations, to the extent authorized by the Bankruptcy Court Orders, each Obligor hereby of the Loan Parties assigns, pledges and grants (or causes the assignment, pledge and grant in respect of any indirectly owned assets) to the Agent, for the ratable benefit of Agent, Bank Product Providers and the HoldersLenders, with respect to the Sellers’ Secured Notes a continuing security interest in and to and Lien on all rightof the property, title and assets or interests in all property or assets of such ObligorPerson, of every any kind or nature whatsoever, wherever located, howsoever evidenced, whether contingent or absolute, real or personal, now existing or hereafter acquired, arising acquired or created, including including, without limitation limitation, all Accountsproperty of the Debtor’s estates (within the meaning of the Bankruptcy Code) of such Loan Party, 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, fixtures, leases, 100% all of the Capital Stock in any Subsidiaryof each Subsidiary of such Loan Party, all of the Stock of all other Persons directly owned by such Loan Party, 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 collateral described above (such security interest and Liens being hereafter collectively referred to as the “Agent’s Liens”, and all property of the Obligors Loan Parties subject to the Agent’s Liens security interest referred to in this Section 3.1(a) being hereafter collectively referred to as the “Collateral”). . (b) The Agent’s Liens and security interests in favor of Agent, Bank Product Providers and the Lenders referred to in Section 3.1(a) hereof shall be prior valid and perfected Liens and security interests in the Collateral, superior to all other Liens and security interests in or the Collateral, other than the Permitted Priority Liens. Such Agent’s Liens and security interests and their priority shall remain in effect until the Commitments hereunder have been terminated and the payment to Agent, in cash, of the Obligations (including providing Bank Product Collateralization with respect to the then existing Bank Products), in full. (c) Agent’s and Lenders’ Liens on the Collateral owned by the Loan Parties and Agent’s and Lenders’ respective administrative claims shall be subject to the prior payment of the following: (i) allowed, accrued, but unpaid professional fees of Borrowers and the Committee (each to the extent consistent with the Budget) which have accrued and been incurred prior to the occurrence of an Event of Default which may and shall be paid after any such Event of Default to the extent allowed by the Bankruptcy Court (the “Pre-Event of Default Carve-Out Expenses”), (ii) allowed, accrued but unpaid professional fees and expenses incurred by Borrowers and the Committee (each to the extent consistent with the Budget) incurred in the Chapter 11 Case after an Event of Default (that is not cured or waived) in an aggregate amount not to exceed $250,000 (collectively, the “Post-Event of Default Carve-Out Expenses”), and (iii) fees payable to the Office of the United States Trustee pursuant to 28 U.S.C. § 1930 and to the clerk of the Bankruptcy Court (collectively, with the Pre-Event of Default Carve-Out Expenses and the Post-Event of Default Carve-Out Expenses, the “Carve-Out Expenses”), provided that the Carve-Out Expenses shall not include any other than Permitted Liensclaims that are or may be senior to or pari passu with any of the Carve-Out Expenses or any professional fees and expenses of a Chapter 7 trustee and, provided, further, that Carve-Out Expenses shall not include any fees or disbursements (A) arising after the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code or (B) except as permitted by Section 7.13, any fees or disbursements related to the investigation of, preparation for, or commencement or prosecution of investigation of prepetition secured claims.

Collateral; Grant of Lien and Security Interest. As more fully set forth (a) Pursuant to and as provided in the Sellers’ Security DocumentsFinal Bankruptcy Court Order, as security for the full and timely payment and performance of all of the Obligations, each Obligor Borrower hereby as of the Final Facility Effective Date assigns, pledges pledges, transfers and grants to the Agent, for the ratable benefit of the HoldersAgent and the Lenders, with respect to the Sellers’ Secured Notes a continuing security interest in and to and Lien on all rightof the Property, title and assets or interests in all property Property or assets of such ObligorBorrower, of every any kind or nature whatsoever, wherever located, howsoever evidenced, whether contingent or absolute, real or personal, now existing or hereafter acquiredacquired or created (including, arising or createdwithout limitation, including without limitation all AccountsProperty of the estate (within the meaning of the Bankruptcy Code) all mortgage notes, accounts, inventory, goodsTime Share Interests, servicing rights, 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, property and investment property, deposit accounts, all commercial tort claims and all causes of action arising under the Bankruptcy Code or otherwiseotherwise (other than under Sections 542, 544, 545, 547, 548, 550, 551, 553(b) or 724(a) of the Bankruptcy Code)), and all cash and non-cash proceeds, rents, products and profits of any of the foregoing other than property, if any, described on Schedule 3.01(a) (such all Property of the Borrowers subject to the security interest and Liens referred to in this Section 3.01(a) being hereafter collectively referred to as the “Agent’s Liens”, and all property "Collateral"). (b) Upon entry of the Obligors subject Final Bankruptcy Court Order and pursuant to its terms, the Agent’s Liens being hereafter collectively and security interests in favor of the Agent referred to as the “Collateral”). The Agent’s Liens in Section 3.01(a) hereof shall be valid, binding, enforceable and perfected Liens and security interests in the Collateral, prior to all other Liens and security interests in or on the Collateral except for Permitted Liens (to the extent that such Permitted Liens are accorded priority as a matter of law or pursuant to agreement). Such Liens and security interests and their priority shall remain in effect until the Term Loan Commitments and the Revolving Credit 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 Lenders from the Collateral subject to the Liens granted in this Section 3.01 and in each other than Permitted LiensLoan Document and by the Final Bankruptcy Court Order shall be subject to the prior payment of the Carve-Out Expenses having priority over the Obligations to the extent set forth in the definition of Agreed Administrative Expense Priorities, (ii) no Person entitled to Carve-Out Expenses shall be entitled, as a result of being entitled to such Carve-Out Expenses, to sell or otherwise dispose, or seek or object to the sale or other disposition, of any Collateral, and (iii) the administrative expense claim status of the Obligations granted in the Final Bankruptcy Court Order and described in Section 3.02 of this Agreement shall not apply to any causes of action arising under Sections 542, 544, 545, 547, 548, 550, 551, 553(b) or 724(a) of the Bankruptcy Code.

Collateral; Grant of Lien and Security Interest. (a) As more fully set forth in the Sellers’ Security Documents, as security for the full and timely payment and performance of all of the Obligations, each Obligor hereby the Issuer hereby, as of the Final Bankruptcy Court Order Entry Date, assigns, pledges pledges, transfers and grants to the Collateral Agent, for the ratable benefit of the HoldersHolders and the Agents, with respect to the Sellers’ Secured Notes a continuing security interest in and to and Lien on all rightof the property, title and assets or interests in all property or assets of such Obligor, the Issuer of every any kind or nature whatsoever, wherever located, howsoever evidenced, whether contingent or absolute, real or personal, now existing or hereafter acquired, arising acquired or created, including including, without limitation limitation, all Accountsproperty of the “estate” (within the meaning of the Bankruptcy Code) and all accounts, inventory, goods, contract rights, instruments, securities, documents, chattel paper, general intangibles, payment intangibles, letters of credit, letter-of-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 otherwiseotherwise (excluding, however, Avoidance Actions; provided, however that the proceeds of any Avoidance Actions shall be available to satisfy any administrative claim of the Collateral Agent, the Administrative Agent or the Holders provided hereunder or pursuant to the Bankruptcy Court Orders), and all cash and non-cash proceeds, rents, products and profits of any of the foregoing (such security interest and Liens being hereafter collectively referred to as the “Agent’s Liens”, and all property of the Obligors Issuer subject to the Agent’s Liens security interest and Lien referred to in this Section 4.01(a) being hereafter collectively referred to as the “Collateral”). The Agent’s Schedule 4.01(a) contains a complete and accurate description of all stock and other securities constituting Collateral as of the date hereof. (b) Upon entry of the Final Bankruptcy Court Order, without any further action, filing, recording or registration the Liens and security interests in favor of the Collateral Agent referred to in Section 4.01(a) hereof shall be valid and perfected Liens and security interests in the Collateral, prior to all other Liens and security interests in or on the Collateral, other than for the Permitted Priority Liens. Such Liens and security interests and their priority shall remain in effect until all Obligations shall have been indefeasibly repaid in cash in full. (c) Notwithstanding anything herein to the contrary (i) all proceeds received by the Agents and the Holders from the Collateral subject to the security interests and Liens granted in this Section 4.01 and in each other than Permitted LiensNote Document and by the Bankruptcy Court Orders shall be subject to the prior payment of the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in the definition of Agreed Administrative Expense Priorities, and (ii) no Person entitled to Carve-Out Expenses shall be entitled to sell or otherwise dispose, or seek, sell or otherwise dispose of any Collateral.

Collateral; Grant of Lien and Security Interest. (a) As more fully set forth in the Sellers’ Security Documents, as security for the full and timely payment and performance of all of the Obligations, to the extent authorized by the Bankruptcy Court Orders, each Obligor hereby of the Borrowers assigns, pledges and grants (or causes the assignment, pledge and grant in respect of any indirectly owned assets) to the Agent, for the ratable benefit of Agent and the HoldersLenders, with respect to the Sellers’ Secured Notes a continuing security interest in and to and Lien on all rightof the property, title and assets or interests in all property or assets of such ObligorPerson, of every any kind or nature whatsoever, wherever located, howsoever evidenced, whether contingent or absolute, real or personal, now existing or hereafter acquired, arising acquired or created, including including, without limitation limitation, all Accountsproperty of the estates (within the meaning of the Bankruptcy Code) of such Borrower, 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, fixtures, leases, 100% all of the Capital Stock in any Subsidiaryof each Subsidiary of such Borrower, all of the Stock of all other Persons directly owned by such Borrower, 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 collateral described above (all property or assets of the foregoing (such Borrowers subject to the security interest and Liens referred to in this Section 3.1(a) being hereafter collectively referred to as the “"Collateral"). (b) The Agent’s Liens”, 's Liens and all property security interests in favor of Agent and the Obligors subject to the Agent’s Liens being hereafter collectively Lenders referred to as the “Collateral”). The Agent’s Liens in Section 3.1(a) hereof shall be prior valid and perfected Liens and security interests in the Collateral, superior to all other Liens and security interests in or the Collateral, other than the Permitted Priority Liens. Such Agent's Liens and security interests and their priority shall remain in effect until the Commitments hereunder have been terminated and the payment to Agent and the Lenders, as applicable, in full and in cash, of the Obligations (including providing Letter of Credit Collateralization with respect to then existing Letter of Credit Usage). (c) Agent's and Lenders' Liens on the Collateral other than Permitted Liensowned by the Borrowers and Agent's and Lenders' respective administrative claims shall be subject to the prior payment of the Carve-Out Expenses.

Collateral; Grant of Lien and Security Interest. (a) As more fully set forth in the Sellers’ Security Documents, as security for the full and timely payment and performance of all of the Obligations: (i) each of the Loan Parties hereby, each Obligor hereby as of the Interim Bankruptcy Court Order Entry Date, assigns, pledges and grants to the Collateral Agent, for the ratable benefit of the HoldersLenders, with respect to the Sellers’ Secured Notes a continuing perfected security interest in and to to, and a Lien on on, all rightof the property, title and assets or interests in all property or assets of such ObligorPerson, of every any kind or nature whatsoever, wherever located, howsoever evidenced, whether contingent or absolute, real or personal, now existing or hereafter acquired, arising acquired or created, including including, without limitation limitation, all Accountsproperty of the "estate" (within the meaning of the Bankruptcy Code), and 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, Vessels and other marine assets, fixtures, leases, 100% all of the Capital Stock (whether such stock is voting or non-voting stock) in any Subsidiaryof its Subsidiaries, money, investment property, deposit accounts, all commercial tort claims (excluding all Avoidance Actions and all causes of action arising under the Bankruptcy Code or otherwiseproceeds thereof), and all cash and non-cash proceeds, rents, products and profits of any of the foregoing (such all property of the Loan Parties subject to the security interest and Liens referred to in this Section 4.01(a) being hereafter collectively referred to as the “Agent’s Liens”, and all property "Collateral"). (b) Upon entry of the Obligors subject to Interim Bankruptcy Court Order or Final Bankruptcy Court Order, as the Agent’s case may be, the Liens being hereafter collectively and security interests in favor of the Collateral Agent referred to as the “Collateral”). The Agent’s Liens in Section 4.01(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, other than for the Permitted Priority Liens. Such Liens and security interests and their priority shall remain in effect until the Total Commitment shall have been terminated and all Obligations shall have been repaid in cash in full and the outstanding Letter of Credit Accommodations have been terminated or on cash collateralized. (c) Notwithstanding anything herein to the contrary (i) all proceeds received by the Agents and the Lenders from the Collateral subject to the Liens granted in this Section 4.01 and in each other than Permitted LiensLoan Document and by the Bankruptcy Court Orders shall be subject to the prior payment of the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in the definition of Agreed Administrative Expense Priorities, 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.