means all "proceeds" (as now or hereafter defined in the UCC) of the
Collateral, including, without limitation, all dividends, distributions or
payments with respect thereto or collections thereon.
"Securities Act" means the Securities Act of 1933, including all amendments
thereto and regulations promulgated thereunder.
"Security Interests" means the security interests granted pursuant to this
Agreement, as well as all other security interests created or assigned as
additional security for the Obligations pursuant to the provisions of the Loan
Documents.
"UCC" shall have the meaning assigned thereto in the Credit Agreement.
Other Definitional Provisions.
(A)
UNLESS OTHERWISE DEFINED HEREIN, TERMS
DEFINED IN THE CREDIT AGREEMENT AND USED HEREIN SHALL HAVE THE MEANINGS GIVEN TO
THEM IN THE CREDIT AGREEMENT.
(B)
THE WORDS "HEREOF," "HEREIN", "HERETO" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT, AND SECTION AND SCHEDULE REFERENCES ARE TO THIS AGREEMENT UNLESS
OTHERWISE SPECIFIED.
THE MEANINGS GIVEN TO TERMS DEFINED
2
HEREIN SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH
TERMS.
WHERE THE CONTEXT REQUIRES, TERMS RELATING TO THE COLLATERAL OR ANY PART
THEREOF, WHEN USED IN RELATION TO A PLEDGOR, SHALL REFER TO SUCH PLEDGOR'S
COLLATERAL OR THE RELEVANT PART THEREOF.
TO THE EXTENT THAT A DIRECT CONFLICT
BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE PROVISIONS OF THE CREDIT
AGREEMENT (OTHER THAN WITH RESPECT TO ANY PROVISION OF THIS AGREEMENT RELATING
THE GRANT, PLEDGE AND ASSIGNMENT OF THE SECURITY INTEREST IN THE COLLATERAL OR
THE EXERCISE OF REMEDIES WITH RESPECT THERETO), THE CREDIT AGREEMENT SHALL
GOVERN.
(C)
TO THE EXTENT ANY AMENDMENT, REVISION OR
OTHER MODIFICATION OF THE UCC AFTER THE DATE HEREOF RESULTS IN THE RENUMBERING
OF SPECIFIC SECTIONS, REVISION OF THE ORDER OF SPECIFIC SECTIONS OR OTHER
CHANGES IN THE ORGANIZATION OF THE UCC IN EFFECT AS OF THE DATE HEREOF, ALL
REFERENCES HEREIN TO SPECIFIC SECTIONS OF THE UCC IN EFFECT AS OF THE DATE
HEREOF SHALL BE DEEMED TO REFER TO SUCH NEW SECTION OR SECTIONS WHICH CORRESPOND
TO SUCH ORIGINAL SECTIONS.
ARTICLE II
GRANT OF SECURITY INTEREST
Pledge and Grant of Security Interest.
Each Pledgor hereby grants, pledges and
collaterally assigns to the Administrative Agent, for the ratable benefit of
itself and the Lenders, a security interest in, all of such Pledgor's right,
title and interest in the Collateral, including, without limitation, all books
and records pertaining to the Collateral and all Proceeds and products thereof,
whether now existing or hereafter acquired, as collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations.
Control Agreement; Acknowledgement by Issuers.
(A)
THE PLEDGORS HEREBY AUTHORIZE AND INSTRUCT
EACH ISSUER TO COMPLY, AND EACH ISSUER HEREBY AGREES TO SO COMPLY, WITH ANY
INSTRUCTION RECEIVED THEREBY FROM THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT WITH RESPECT TO THE COLLATERAL, WITHOUT ANY CONSENT