of the Secured Parties and a separate
agreement granting to them a first priority security interest in the Collateral
(as defined herein), to secure the prompt payment, performance and discharge in
full of all of the Borrower's obligations under this Agreement and the
Debentures.
NOW, THEREFORE, in consideration of the agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1.
CERTAIN DEFINITIONS.
AS USED IN THIS
AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS SET FORTH IN THIS SECTION
1.
TERMS USED BUT NOT OTHERWISE DEFINED IN THIS AGREEMENT THAT ARE DEFINED IN
ARTICLE 9 OF THE UCC (SUCH AS "GENERAL INTANGIBLES" AND "PROCEEDS") SHALL HAVE
THE RESPECTIVE MEANINGS GIVEN SUCH TERMS IN ARTICLE 9 OF THE UCC.
(A)
"AGENT" MEANS JANE E. SHAW, PH.D., AN
INDIVIDUAL, AS AGENT FOR EACH OF THE SECURED PARTIES PURSUANT TO THIS AGREEMENT,
OR SUCH OTHER PERSON AS SHALL HAVE BEEN SUBSEQUENTLY APPOINTED AS A SUCCESSOR
AGENT PURSUANT TO THIS AGREEMENT.
(B)
"COLLATERAL" MEANS THE COLLATERAL IN WHICH
THE SECURED PARTIES ARE GRANTED A SECURITY INTEREST BY THIS AGREEMENT AND WHICH
SHALL INCLUDE THE FOLLOWING, WHETHER PRESENTLY OWNED OR EXISTING OR HEREAFTER
ACQUIRED OR COMING INTO EXISTENCE, AND ALL ADDITIONS AND ACCESSIONS THERETO AND
ALL SUBSTITUTIONS AND REPLACEMENTS THEREOF, AND ALL PROCEEDS, PRODUCTS AND
ACCOUNTS THEREOF, INCLUDING, WITHOUT LIMITATION, ALL PROCEEDS FROM THE SALE OR
TRANSFER OF THE COLLATERAL AND OF INSURANCE COVERING THE SAME AND OF ANY TORT
CLAIMS IN CONNECTION THEREWITH:
(I)
ALL GOODS OF THE BORROWER, INCLUDING,
WITHOUT LIMITATIONS, ALL MACHINERY, EQUIPMENT, COMPUTERS, MOTOR VEHICLES,
TRUCKS, TANKS, BOATS, SHIPS,
APPLIANCES, FURNITURE, SPECIAL AND GENERAL TOOLS, FIXTURES, TEST AND QUALITY
CONTROL DEVICES AND OTHER EQUIPMENT OF EVERY KIND AND NATURE AND WHEREVER
SITUATED, TOGETHER WITH ALL DOCUMENTS OF TITLE AND DOCUMENTS REPRESENTING THE
SAME, ALL ADDITIONS AND ACCESSIONS THERETO, REPLACEMENTS THEREFOR, ALL PARTS
THEREFOR, AND ALL SUBSTITUTES FOR ANY OF THE FOREGOING AND ALL OTHER ITEMS USED
AND USEFUL IN CONNECTION WITH THE BORROWER'S BUSINESSES AND ALL IMPROVEMENTS
THERETO (COLLECTIVELY, THE "EQUIPMENT"); AND
(II)
ALL INVENTORY OF THE BORROWER; AND
(III)
ALL OF THE BORROWER'S CONTRACT RIGHTS AND
GENERAL INTANGIBLES, INCLUDING, WITHOUT LIMITATION, ALL PARTNERSHIP INTERESTS,
STOCK OR OTHER SECURITIES, LICENSES, DISTRIBUTION AND OTHER AGREEMENTS, COMPUTER
SOFTWARE DEVELOPMENT RIGHTS, LEASES, FRANCHISES, CUSTOMER LISTS, QUALITY CONTROL
PROCEDURES, GRANTS AND RIGHTS, GOODWILL, TRADEMARKS, SERVICE MARKS, TRADE
STYLES, TRADE NAMES, PATENTS, PATENT APPLICATIONS, COPYRIGHTS, DEPOSIT ACCOUNTS,
AND INCOME TAX REFUNDS (COLLECTIVELY, THE "GENERAL INTANGIBLES"); AND
(IV)
ALL RECEIVABLES OF THE BORROWER INCLUDING ALL
INSURANCE PROCEEDS, AND RIGHTS TO REFUNDS OR INDEMNIFICATION WHATSOEVER OWING,
TOGETHER WITH ALL INSTRUMENTS, ALL DOCUMENTS OF TITLE REPRESENTING ANY OF THE
FOREGOING, ALL RIGHTS IN ANY MERCHANDISING, GOODS, EQUIPMENT, MOTOR VEHICLES AND
TRUCKS WHICH ANY OF THE SAME MAY REPRESENT, AND ALL RIGHT, TITLE, SECURITY AND
GUARANTIES WITH RESPECT TO EACH RECEIVABLE, INCLUDING ANY RIGHT OF STOPPAGE IN
TRANSIT; AND
(V)
ALL OF THE BORROWER'S DOCUMENTS, INSTRUMENTS
AND CHATTEL PAPER, FILES, RECORDS, BOOKS