ALL PRESENT AND FUTURE ACCOUNTS,
ACCOUNTS RECEIVABLE AGREEMENTS CONTRACTS, LEASES, CONTRACT RIGHTS, RIGHTS TO
PAYMENT, INSTRUMENTS, DOCUMENTS, CHATTEL PAPER, SECURITY AGREEMENTS, GUARANTIES,
LETTERS OF CREDIT, UNDERTAKINGS, SURETY BONDS, INSURANCE POLICIES, NOTES AND
DRAFTS, AND ALL FORMS OF OBLIGATIONS OWING TO THE COMPANY OR IN WHICH THE
COMPANY MAY HAVE ANY INTEREST, HOWEVER CREATED OR ARISING AND WHETHER OR NOT
EARNED BY PERFORMANCE;
(B)
ALL GOODS AND EQUIPMENT NOW OWNED
OR HEREAFTER ACQUIRED, INCLUDING, WITHOUT LIMITATION, ALL MACHINERY, FIXTURES,
VEHICLES, AND ANY INTEREST IN ANY OF THE FOREGOING, AND ALL ATTACHMENTS,
ACCESSORIES, ACCESSIONS, REPLACEMENTS, SUBSTITUTIONS, ADDITIONS, AND
IMPROVEMENTS TO ANY OF THE FOREGOING, WHEREVER LOCATED;
(C)
ALL OTHER CONTRACT RIGHTS AND
GENERAL INTANGIBLES NOW OWNED OR HEREAFTER ACQUIRED, INCLUDING, WITHOUT
LIMITATION, GOODWILL, TRADEMARKS, SERVICEMARKS, TRADE STYLES, TRADE NAMES,
PATENTS, PATENT APPLICATIONS, LEASES, LICENSE AGREEMENTS, PURCHASE ORDERS,
CUSTOMERS LISTS, ROUTE LISTS, INFRINGEMENTS, CLAIMS, COMPUTER PROGRAMS, COMPUTER
DISCS, COMPUTER TAPES, LITERATURE, REPORTS, CATALOGS, DESIGN RIGHTS, INCOME TAX
REFUNDS, PAYMENTS OF INSURANCE AND RIGHTS TO PAYMENT OF ANY KIND;
(D)
ALL DEPOSIT ACCOUNTS, SECURITIES,
SECURITIES ENTITLEMENTS, SECURITIES ACCOUNTS, INVESTMENT PROPERTY, LETTERS OF
CREDIT AND CERTIFICATES OF DEPOSIT NOW OWNED OR HEREAFTER ACQUIRED AND THE
COMPANY'S BOOKS RELATING TO THE FOREGOING;
(E)
ALL COPYRIGHT RIGHTS, COPYRIGHT
APPLICATIONS, COPYRIGHT REGISTRATIONS AND LIKE PROTECTIONS IN EACH WORK OF
AUTHORSHIP AND DERIVATIVE WORK THEREOF, WHETHER PUBLISHED OR UNPUBLISHED, NOW
OWNED OR HEREAFTER ACQUIRED; ALL TRADE SECRET RIGHTS, INCLUDING ALL RIGHTS TO
UNPATENTED INVENTIONS, KNOW-HOW, OPERATING MANUALS, LICENSE RIGHTS AND
AGREEMENTS AND CONFIDENTIAL INFORMATION, NOW OWNED OR HEREAFTER ACQUIRED; ALL
MASK WORK OR SIMILAR RIGHTS NOW OWNED OR HEREAFTER ACQUIRED; ALL CLAIMS FOR
DAMAGES BY WAY OF ANY PAST, PRESENT AND FUTURE INFRINGEMENT OF ANY OF THE
FOREIGN; AND
2
(F)
ALL THE COMPANY'S BOOKS AND
RECORDS RELATING TO THE FOREGOING AND ANY AND ALL CLAIMS, RIGHTS AND INTERESTS
IN ANY OF THE ABOVE AND ALL SUBSTITUTIONS FOR, ADDITIONS AND ACCESSIONS TO AND
PROCEEDS THEREOF.
The Company agrees that it will not change its state of organization or
locations at which the Collateral is located without giving the Holder at least
thirty (30) days prior written notice thereof.
In addition, the Company agrees
that it will not (i) change its name, federal employer identification number,
corporate structure or identity, or (ii) create or operate under any new
fictitious name without giving the Holder at least thirty (30) days prior
written notice thereof.
5.
RIGHTS TO COLLATERAL.
THE HOLDER SHALL HAVE SUCH
RIGHTS AND REMEDIES WITH RESPECT TO THE COLLATERAL AS ARE AVAILABLE UNDER THE
PROVISIONS OF THE UNIFORM COMMERCIAL CODE, IN ADDITION TO ALL OTHER RIGHTS AND
REMEDIES EXISTING AT LAW, IN EQUITY, OR BY STATUTE OR PROVIDED IN THIS NOTE,
WHICH MAY BE EXERCISED WITHOUT NOTICE TO, OR CONSENT BY, THE COMPANY.
6.
DEFAULTS AND REMEDIES.
(A)
EVENTS OF DEFAULT.
AN "EVENT OF
DEFAULT" SHALL OCCUR IF:
(I)
THE COMPANY SHALL
DEFAULT IN THE PAYMENT OF THE PRINCIPAL OR INTEREST OF THIS NOTE, WHEN AND AS
THE SAME SHALL BECOME DUE AND PAYABLE;
(II)
AN INVOLUNTARY
PROCEEDING