LETTERS
OF CREDIT AND GUARANTIES ISSUED IN SUPPORT OF ACCOUNTS, CHATTEL PAPER,
DOCUMENTS, GENERAL INTANGIBLES, INSTRUMENTS, OR INVESTMENT PROPERTY.
(Y)
"TERMINATION DATE" MEANS THE DATE ON WHICH
(A) THE LOANS HAVE BEEN INDEFEASIBLY REPAID IN FULL IN CASH, (B) ALL OTHER
OBLIGATIONS UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE BEEN
COMPLETELY DISCHARGED (C) ALL L/C OBLIGATIONS
5
HAVE BEEN CASH COLLATERALIZED, CANCELED OR BACKED BY STANDBY LETTERS OF CREDIT
IN ACCORDANCE WITH SECTION 2.5 OF THE CREDIT AGREEMENT, AND (D) THE BORROWER
SHALL NOT HAVE ANY FURTHER RIGHT TO BORROW ANY MONIES UNDER THE CREDIT
AGREEMENT.
(Z)
"TRADEMARK LICENSE" MEANS RIGHTS UNDER ANY
WRITTEN AGREEMENT NOW OWNED OR HEREAFTER ACQUIRED BY ANY CREDIT PARTY GRANTING
ANY RIGHT TO USE ANY TRADEMARK.
(AA)
"TRADEMARKS" MEANS ALL OF THE FOLLOWING NOW
OWNED OR HEREAFTER EXISTING OR ADOPTED OR ACQUIRED BY ANY CREDIT PARTY: (A) ALL
TRADEMARKS, TRADE NAMES, CORPORATE NAMES, BUSINESS NAMES, TRADE STYLES, SERVICE
MARKS, LOGOS, OTHER SOURCE OR BUSINESS IDENTIFIERS, PRINTS AND LABELS ON WHICH
ANY OF THE FOREGOING HAVE APPEARED OR APPEAR, DESIGNS AND GENERAL INTANGIBLES OF
LIKE NATURE (WHETHER REGISTERED OR UNREGISTERED), ALL REGISTRATIONS AND
RECORDINGS THEREOF, AND ALL APPLICATIONS IN CONNECTION THEREWITH, INCLUDING
REGISTRATIONS, RECORDINGS AND APPLICATIONS IN THE UNITED STATES PATENT AND
TRADEMARK OFFICE OR IN ANY SIMILAR OFFICE OR AGENCY OF THE UNITED STATES, ANY
STATE OR TERRITORY THEREOF, OR ANY OTHER COUNTRY OR ANY POLITICAL SUBDIVISION
THEREOF; (B) ALL REISSUES, EXTENSIONS OR RENEWALS THEREOF; AND (C) ALL GOODWILL
ASSOCIATED WITH OR SYMBOLIZED BY ANY OF THE FOREGOING.
(BB)
"UNIFORM COMMERCIAL CODE JURISDICTION" MEANS ANY
JURISDICTION THAT HAS ADOPTED ALL OR SUBSTANTIALLY ALL OF ARTICLE 9 AS CONTAINED
IN THE 2000 OFFICIAL TEXT OF THE UNIFORM COMMERCIAL CODE, AS RECOMMENDED BY THE
NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND THE AMERICAN LAW
INSTITUTE, TOGETHER WITH ANY SUBSEQUENT AMENDMENTS OR MODIFICATIONS TO THE
OFFICIAL TEXT.
2.
GRANT OF LIEN.
(A)
TO SECURE THE PROMPT AND COMPLETE PAYMENT,
PERFORMANCE AND OBSERVANCE OF ALL OF THE OBLIGATIONS (SPECIFICALLY INCLUDING,
WITHOUT LIMITATION, EACH GRANTOR'S OBLIGATIONS ARISING UNDER THE GUARANTY
AGREEMENT), EACH GRANTOR HEREBY GRANTS, ASSIGNS, CONVEYS, MORTGAGES, PLEDGES,
HYPOTHECATES AND TRANSFERS TO AGENT, FOR ITSELF AND THE BENEFIT OF LENDERS, A
LIEN UPON ALL OF ITS RIGHT, TITLE AND INTEREST IN, TO AND UNDER ALL PERSONAL
PROPERTY AND OTHER ASSETS, WHETHER NOW OWNED BY OR OWING TO, OR HEREAFTER
ACQUIRED BY OR ARISING IN FAVOR OF SUCH GRANTOR (INCLUDING UNDER ANY TRADE
NAMES, STYLES OR DERIVATIONS THEREOF), AND WHETHER OWNED OR CONSIGNED BY OR TO,
OR LEASED FROM OR TO, SUCH GRANTOR, AND REGARDLESS OF WHERE LOCATED (ALL OF
WHICH BEING HEREINAFTER COLLECTIVELY REFERRED TO AS THE "COLLATERAL"),
INCLUDING:
(I)
ALL ACCOUNTS;
(II)
ALL CHATTEL PAPER;
(III)
ALL DOCUMENTS;
(IV)
ALL GENERAL INTANGIBLES (INCLUDING PAYMENT
INTANGIBLES AND SOFTWARE);
(V)
ALL GOODS (INCLUDING INVENTORY, EQUIPMENT
AND FIXTURES);
6
(VI)
ALL INSTRUMENTS;
(VII)
ALL INVESTMENT PROPERTY;
(VIII)
ALL DEPOSIT ACCOUNTS, OF ANY GRANTOR, INCLUDING
ALL BLOCKED ACCOUNTS, GOVERNMENT RECEIVABLES DEPOSIT ACCOUNTS, CONCENTRATION
ACCOUNTS, DISBURSEMENT