its registered assigns and otherwise duly completed.
Once recorded on the Register (or Related Party Register), no Commitment or
Advance may be removed from the Register (or Related Party Register) so long as
it or they remain outstanding, and a Registered Note may not be exchanged for a
promissory note that is not a Registered Note.
17
3.
SECURITY AND ADMINISTRATIVE PRIORITY
3.1
COLLATERAL; GRANT OF LIEN AND SECURITY
INTEREST
(A)
AS SECURITY FOR THE FULL AND TIMELY PAYMENT
AND PERFORMANCE OF ALL OF THE OBLIGATIONS, EACH OF THE LOAN PARTIES ASSIGNS,
PLEDGES AND GRANTS (OR CAUSES THE ASSIGNMENT, PLEDGE AND GRANT IN RESPECT OF ANY
INDIRECTLY OWNED ASSETS) TO AGENT, FOR THE BENEFIT OF AGENT, BANK PRODUCT
PROVIDERS AND THE LENDERS, 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, FIXTURES, LEASES, ALL OF THE STOCK OF
EACH SUBSIDIARY OF SUCH LOAN PARTY, ALL OF THE STOCK OF ALL OTHER PERSONS
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 (BUT EXCLUDING ANY AVOIDANCE ACTIONS OR THE PROCEEDS OF
AVOIDANCE ACTIONS), 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 3.1(A) BEING
HEREAFTER COLLECTIVELY REFERRED TO AS THE "COLLATERAL").
(B)
UPON ENTRY OF THE FINAL BANKRUPTCY COURT
ORDER, THE AGENT'S LIENS AND SECURITY INTERESTS IN FAVOR OF AGENT, BANK PRODUCT
PROVIDERS AND THE LENDERS REFERRED TO IN SECTION 3.1(A) HEREOF SHALL BE VALID
AND PERFECTED LIENS AND SECURITY INTERESTS IN THE COLLATERAL, WITH PRIORITY AS
GRANTED IN THE FINAL BANKRUPTCY COURT ORDER.
SUCH AGENT'S LIENS AND SECURITY
INTERESTS AND THEIR PRIORITY SHALL REMAIN IN EFFECT UNTIL THE COMMITMENTS
HEREUNDER HAVE BEEN TERMINATED AND THE PAYMENT TO AGENT, IN CASH, OF THE
OBLIGATIONS (INCLUDING (I) PROVIDING LETTER OF CREDIT COLLATERALIZATION WITH
RESPECT TO THEN EXISTING LETTER OF CREDIT USAGE AND (II) PROVIDING BANK PRODUCT
COLLATERALIZATION WITH RESPECT TO THE THEN EXISTING BANK PRODUCTS), IN FULL.
(C)
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY (I) ALL PROCEEDS RECEIVED BY AGENT AND THE LENDERS FROM THE COLLATERAL
SUBJECT TO THE AGENT'S LIENS GRANTED IN THIS SECTION 3.1, IN EACH OTHER LOAN
DOCUMENT AND BY THE BANKRUPTCY COURT ORDERS SHALL BE SUBJECT TO THE PRIOR
PAYMENT OF CARVE-OUT EXPENSES TO THE EXTENT SET FORTH IN CLAUSE "FIRST" OF THE
DEFINITION OF THE TERM "AGREED ADMINISTRATIVE EXPENSE PRIORITIES", AND (II) NO