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 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. 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”); 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 Collateral. Effective upon termination of all Permitted Liens 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 Note 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 security interest referred to in this Section 3.01 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. (a) 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 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 Notes a continuing first-priority security interest in and to and Lien (“Agent’s Liens”; provided that the Agent’s Liens on the Collateral all 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 rightproperty, 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 (all property of the Obligors Loan Parties subject to the security interest referred to in this Section 3.01 11.4(a) being hereafter collectively referred to as the “Collateral”).