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

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 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 Avoidance Actions. (d) In the event that any Collateral is evidenced by or consists of Negotiable Collateral, certificated securities or other instruments and if and to the extent that perfection or priority of Agent’s security interest is dependent on or enhanced by possession, the applicable Borrower, immediately upon the request of Agent, shall endorse and deliver physical possession of such Negotiable Collateral, certificated securities or other instruments to Agent; provided, that endorsement and delivery shall not be required in connection with an Installment Sales Contract. (e) At any time after the occurrence and during the continuation of an Event of Default, Agent or Agent’s designee may (a) notify Account Debtors that are Dealers that the Accounts, Chattel Paper, or General Intangibles and any other payment intangibles have been assigned to Agent or that Agent has a security interest therein, (b) collect the Accounts, Chattel Paper, or General Intangibles or other payment intangibles directly and charge the collection costs and expenses to the Tranche A Revolving Loan Account, or (c) exercise Control over the Cash Collateral Account and all Cash Management Accounts (including the Concentration Account but excluding the Lockbox Account) or, should no Account Control Agreement be in place, require that the Borrowers act as directed pursuant to Section 3.01(g)

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, each of the Non-Debtor Borrower Borrowers 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 favor of the Agent 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 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 Avoidance Actions. (d) In the event that any Collateral is evidenced by or consists of Negotiable Collateral, certificated securities or other instruments and if and to the extent that perfection or priority of Agent’s 's security interest is dependent on or enhanced by possession, the applicable Borrower, immediately upon the request of Agent, shall endorse and deliver physical possession of such Negotiable Collateral, certificated securities or other instruments to Agent; provided, that endorsement and delivery shall not be required in connection with an Installment Sales Contract. (e) At any time after the occurrence and during the continuation of an Event of Default, Agent or Agent’s 's designee may (a) notify Account Debtors that are Dealers that the Accounts, Chattel Paper, or General Intangibles and any other payment intangibles have been assigned to Agent or that Agent has a security interest therein, (b) collect the Accounts, Chattel Paper, or General Intangibles or other payment intangibles directly and charge the collection costs and expenses to the Tranche A Revolving Loan Account, or (c) exercise Control over the Cash Collateral Account and all Cash Management Accounts (including the Concentration Account but excluding the Lockbox Account) or, should no Account Control Agreement be in place, require that the Borrowers act as directed pursuant to Section 3.01(g)