Collateral; Grant of Lien and Security Interest. (a) As security for the full and timely payment and performance of all of the Obligations, each Debtor hereby, as of the Interim Bankruptcy Court Order Entry Date, assigns, pledges and grants to the Administrative Agent, for the benefit of the Administrative Agent and the Lender,
(i) under section 364(c)(2) of the Bankruptcy Code, a first priority, perfected security interest in and Lien on all property of the estate of each Debtor, whether existing on the Filing Date or thereafter acquired, that, on or as of the Filing Date, is not subject to valid, perfected and non-avoidable Liens, including, without limitation, all cash and cash collateral of the Debtors, inventory, accounts receivable, other rights to payment whether arising before or after the Filing Date, contracts, properties, plants, equipment, general intangibles, documents, instruments, interests in leaseholds, real properties, patents, copyrights, trademarks, trade names, other Intellectual Property, Capital Stock of Subsidiaries, trademarks, trade 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 and all 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-avoidable Liens that constitute Permitted Priority Liens (all property of the Debtors subject to the security interest 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 part of the "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 Liens granted in this Section 3.04 and in eac...
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 ratable benefit of the Holders, with respect to the 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 (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) 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) 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) 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. (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 the Collateral Agent, for the benefit of the Agents, the Lenders and the L/C Issuer, 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, now existing or hereafter acquired or created, including, without limitation, all property 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 (including all Facilities), fixtures, leases, all (or, in the case of a Foreign Subsidiary, 65%) 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 such Loan Party, all of the Capital Stock of all other Persons that are not Subsidiaries 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 (excluding Avoidance Actions and the proceeds thereof and all Avoided Payments), and all cash and non-cash proceeds, rents, products and profits of any of collateral described above (all property of the Loan Parties subject to the security interest referred to in this Section 4.04(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 the Collateral Agent referred to in Section 4.04(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 (subject to any action required under foreign law with respect to the Capital Stock of Foreign Subsidiaries solely to the extent that such foreign law is applicable). Such Liens and security interests and their priority shall remain in effect un...
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 Order and in accordance with the terms thereof and subject to the Carve-Out, as security for the full and timely payment and performance of all of the Obligations, the Loan Parties hereby, pledge and grant to the Secured Parties, a security interest in and, subject to the Intercreditor Agreement, a Lien on all of the Collateral.
(b) Notwithstanding anything herein to the contrary all proceeds received by the Administrative Agent and the Lenders from the Collateral shall be subject to the Carve Out.
Collateral; Grant of Lien and Security Interest. (a) Subject to the Orders and in accordance with the terms thereof, as security for the full and timely payment and performance of all of the Obligations, each of the Credit Parties hereby assigns, pledges and grants to the Collateral Agent, for the benefit of itself and the Secured Parties, a security interest in, 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 all property of the “estate” (within the meaning of the Bankruptcy Code) of the Credit Parties, and all cash, accounts, deposit accounts (including the Funding Account), securities accounts, investment property, vehicles, documents, chattel paper, instruments, general intangibles, fixtures, letter of credit rights, accounts receivable, investment property, inventory, goods, plant and equipment, equipment, software, licenses, customer lists, customer records, real property, leaseholds, all intercompany claims, any and all proceeds arising from insurance policies, all claims and causes of action of each Credit Party and any and all proceeds, products, profits and offspring therefrom (including the proceeds, products, profits and offspring of any Avoidance Actions following entry of the Final Order), all intellectual property, the Equity Interests in each direct subsidiary of such Credit Party (excluding the unencumbered 35% of the Equity Interests held by Borrower in each of the Guarantors), and any and all proceeds, products, profits and offspring of any of the foregoing. For the avoidance of doubt, the Collateral shall include (a) any asset purchase or other similar agreements for the sale or disposition of assets executed by any Credit Party after the Petition Date, and any rights of any Debtor thereunder, including any right to receive proceeds, products, profits or offspring of any deposit provided pursuant thereto and (b) the Funding Account.
(b) As further security for the full and timely payment and performance of all of the Obligations, each of the Guarantors shall grant Liens on and security interests in the Collateral of such Guarantors and shall execute and deliver to the Collateral Agent the Guarantor Security Documents and related deliverables in form and substance satisfactory to the Collateral Agent. Upon entry of the Final Order, Collateral Agent will have, for the benefit of all Secured Parties, legal, valid ...
