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

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. (a) As security for the full and timely payment and performance of all of the Obligations, each Loan Party hereby, Borrower and Guarantor hereby as of the Entry Date assigns, pledges pledges, transfers and grants to the 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” property, assets or interests in property or assets of such Person, of any kind or nature whatsoever, real or personal, now existing or hereafter acquired or created (as defined in including, without limitation, all property of the estate (within the meaning of the Bankruptcy Court OrdersCode) all accounts, inventory, contract rights, instruments, documents, chattel paper, general intangibles, machinery and equipment, real property, leases, 100% of the Capital Stock or other equity interests in any domestic Subsidiary of the Parent and 65% of the Capital Stock or other equity interests in any foreign Subsidiary of the Parent, investment property, the Letter of Credit Collateral Account, 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 Loan Parties Borrowers subject to the security interest referred to in this Section 3.1(a3.01(a) being hereinafter collectively hereafter referred to as the "CollateralCOLLATERAL"), PROVIDED, HOWEVER, that Collateral shall not include the assets described in Schedule 3.01(a) hereto (the "EXCLUDED ASSETS"). (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 the Collateral Agent referred to in Section 3.1(a3.01(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 except for Permitted Liens, provided that, notwithstanding the Permitted foregoing, such Liens and security interests in the Priority LiensCollateral in favor of the Collateral Agent for the benefit of the Lenders shall be prior to the Liens and security interests in the Priority Collateral in favor of the Replacement Facility Agent for the benefit of the Replacement Facility Lenders. Such Liens and security interests and their priority shall remain in effect until the Commitments 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, income and other revenues proceeds received by the Company, any Subsidiary of Agents and the Company or the Agents or any Lender Lenders from the Collateral subject to the Liens granted in this Section 3.1 or under any 3.01 and in each other Loan Document or and by the Final Bankruptcy Court Orders 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 Bankruptcy Court Ordersdefinition 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; and (iii) the administrative expense claim status of the Obligations granted in the Final Bankruptcy Court Order and described in Section 3.02 shall not apply to Avoidance Actions.

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 of the Borrowers and the Guarantors hereby, as of the Financing Order Entry Date, assigns, pledges and grants (or causes the assignment, pledge and grant in respect of any indirectly owned assets) to Collateral the Agent, for the benefit of the Agents Agent 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 Financing Order, as the case may be, the Liens and security interests in favor of Collateral the Agent referred to in Section 3.1(a5.1(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 for Permitted Priority LiensLiens (and, in the case of the Working Capital Debt, subject to the terms of the Intercreditor Agreement). 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 proceeds received by the Company, any Subsidiary of Agent and the Company or the Agents or any Lender Lenders from the Collateral subject to the Liens granted in this Section 3.1 or under any 5.1 and in each other Loan Document or Financing Agreement and by the Bankruptcy Court Orders shall be subject to the prior payment of (x) Carve-Out Expenses to the extent set forth in clause "first" of the Bankruptcy Court Ordersdefinition of the term "Agreed Administrative Expense Priorities", and (y) subject to the terms of the Intercreditor Agreement, the Working Capital Debt, 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.