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 Borrower hereby as of the Entry Date assigns, pledges, transfers and grants to the Agent, for the benefit of the Lenders, a first priority security interest in and to and Lien on all of the property, assets or interests in property or assets of such Borrower, 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), accounts, inventory, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights, general intangibles, machinery and equipment, real property, all of the Capital Stock or other equity interests in each Subsidiary of such Borrower, investment property, and 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 Borrowers subject to the security interest referred to in this Section 3.01(a) being hereafter referred to as the "Collateral"); provided, that, (x) ---------- -------- such security interest and Lien shall be subject to Permitted Priority Liens, (y) the security interest and Lien granted to the Agent with respect to the property, assets or interests in property or assets of the Parent located outside the United States shall be subject to compliance by the Agent and each Borrower with any local law requirements regarding the perfection of such security interest and Lien (and to that end, the Agent hereby reserves the right to take any and all action to comply, and cause each Borrower to comply, with any such local law requirements), and (z) at no time shall the Capital Stock or other equity interests of any Subsidiary of Dictaphone or L&H Holdings not organized under the laws of the United States or any state thereof pledged to the Agent pursuant to this Section 3.01(a) exceed 65% of the Capital Stock or other equity interests of such Subsidiary. (b) Upon entry of the Final Bankruptcy Court Order, the Liens and security interests in favor of the Agent referred to 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 the Collateral, except for Permitted Priority Liens. Such Liens and security interests and their 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 Lenders from the Collateral subject to the Liens granted in this Section 3.01 and in each other Loan 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 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 Borrower hereby of the Borrowers hereby, as of the Entry Date date of entry of the Interim DIP Financing Order, assigns, pledges, transfers pledges and grants to the Agent, for the benefit of the Agent and the Lenders, a first priority perfected security interest in and to to, and a Lien on on, all of the property, assets or interests in property or assets of such Borrower, each Borrower of any kind or nature whatsoever, real or personal, now existing or hereafter acquired or created (created, including, without limitation, all property of the estate each Borrower’s “estate” (within the meaning of the Bankruptcy Code), accountsand all Accounts, inventoryInventory, goods, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights, general intangibles, payment intangibles, letters of credit, letter-of-credit rights, supporting obligations, machinery and equipmentEquipment, real property, fixtures, leases, all of the Capital Stock (whether such stock is voting or other equity interests non-voting stock) in each Subsidiary any of such Borrowerits Subsidiaries, money, investment property, and deposit accounts, all causes of action arising under the Bankruptcy Code or otherwise (other than Avoidance Actions))commercial tort claims, and all cash collateral and all cash and non-cash proceeds, rents, products and profits of any of the foregoing but excluding (i) Avoidance Actions and (ii) any agreements, permits, licenses, or the like solely in the event and to the extent that a grant of a lien on such license, contract, or agreement results in a termination of any such license, contract, or agreement or would render such license, contract or agreement non-assumable or non-assignable under the Bankruptcy Code (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, or 9-408 of the UCC (or any successor provision or provisions)) and, in any event, immediately upon the ineffectiveness, lapse or termination of any such terms or default under such license, contract or agreement, the Collateral shall include, and the applicable Borrower shall be deemed to have granted a security interest in, all such licenses, contracts, or agreements as if such terms had never been in effect; provided, however, that Collateral shall include any and all proceeds of any of such assets described in this clause (ii); provided, further, that, any agreement, permit, license, or the like not constituting Collateral under this clause (ii) shall constitute Collateral from and after such time as the lessor, licensor, or other party to such agreement, permit, license, or the like consents to the grant of a lien in favor of the Agent in such agreement, permit, license, or the like or the prohibition against granting a lien therein in favor of the Agent shall cease to be effective (all property of the Borrowers subject to the security interest referred to in this Section 3.01(a2.01(a) being hereafter collectively referred to as the "“Collateral"”); provided, that, (x) ---------- -------- such security interest and Lien shall be subject to Permitted Priority Liens, (y) the security interest and Lien granted to the Agent with respect to the property, assets or interests in property or assets of the Parent located outside the United States shall be subject to compliance by the Agent and each Borrower with any local law requirements regarding the perfection of such security interest and Lien (and to that end, the Agent hereby reserves the right to take any and all action to comply, and cause each Borrower to comply, with any such local law requirements), and (z) at no time shall the Capital Stock or other equity interests of any Subsidiary of Dictaphone or L&H Holdings not organized under the laws of the United States or any state thereof pledged to the Agent pursuant to this Section 3.01(a) exceed 65% of the Capital Stock or other equity interests of such Subsidiary. (b) Upon entry of the Interim DIP Financing Order or Final Bankruptcy Court DIP Financing Order, as the case may be, the Liens and security interests in favor of the Agent referred to in Section 3.01(a2.01(a) hereof shall be valid and perfected Liens and security interests in the Collateral, prior to all other Liens and security interests in the CollateralCollateral pursuant to Sections 364(c)(2), except for Permitted Priority 364(c)(3) and 364(d)(1) of the Bankruptcy Code, other than and subject to the Agreed Senior Liens. Such Liens and security interests and their priority shall remain in effect until the Aggregate Revolving Commitments shall have been terminated and all Obligations shall have been repaid in cash in fullFully Satisfied. (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 2.01 and in each other Loan Document and by the Final Bankruptcy Court Order Financing Orders 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, 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.