grants to the Collateral Trustee for the
benefit of the Secured Parties a lien on and security interest in, and right of
set-off against, and acknowledges and agrees that the Collateral Trustee has and
shall continue to have for the benefit of the Secured Parties, a continuing lien
on and security interest in, and right of set-off against, all right, title, and
interest, whether now owned or existing or hereafter created, acquired or
arising, in and to all of the following property of such Debtor (all being
collectively referred to herein as the "Collateral"):
(A)
ACCOUNTS;
(B)
CERTIFICATED SECURITIES;
(C)
CHATTEL PAPER, INCLUDING ELECTRONIC CHATTEL PAPER;
(D)
COMPUTER HARDWARE AND COMPUTER SOFTWARE AND ALL RIGHTS WITH
RESPECT THERETO, INCLUDING ANY AND ALL LICENSES, OPTIONS, WARRANTIES, SERVICE
CONTRACTS, PROGRAM SERVICES, TEST RIGHTS, MAINTENANCE RIGHTS, SUPPORT RIGHTS,
IMPROVEMENT RIGHTS, RENEWAL RIGHTS AND INDEMNIFICATIONS, AND ANY SUBSTITUTIONS,
REPLACEMENTS, ADDITIONS OR MODEL CONVERSIONS OF ANY OF THE FOREGOING;
(E)
COMMERCIAL TORT CLAIMS, AS LISTED IN SCHEDULE 2(E) OR IN THE
NOTICE TO THE COLLATERAL TRUSTEE IN THE FORM OF ATTACHMENT 1 TO SCHEDULE 2(E);
(F)
DEPOSIT ACCOUNTS;
(G)
DOCUMENTS;
(H)
FINANCIAL ASSETS;
(I)
GENERAL INTANGIBLES;
(J)
GOODS (INCLUDING ALL OF ITS EQUIPMENT, FIXTURES AND INVENTORY),
AND ALL EMBEDDED SOFTWARE, ACCESSIONS, ADDITIONS, ATTACHMENTS, IMPROVEMENTS,
SUBSTITUTIONS AND REPLACEMENTS THERETO AND THEREFOR;
(K)
INSTRUMENTS;
(L)
INTELLECTUAL PROPERTY;
(M)
INVESTMENT PROPERTY;
(N)
LETTER-OF-CREDIT RIGHTS;
(O)
MONEY;
(P)
SECURITY ENTITLEMENTS;
4
(Q)
SUPPORTING OBLIGATIONS;
(R)
UNCERTIFICATED SECURITIES;
(S)
TO THE EXTENT NOT INCLUDED IN THE FOREGOING, ALL OTHER PERSONAL
PROPERTY OF ANY KIND OR DESCRIPTION;
(T)
ANY OF THE ABOVE PROPERTY OF SUCH DEBTOR AND ANY INTEREST
THEREIN, OF ANY KIND OR DESCRIPTION NOW HELD BY THE COLLATERAL TRUSTEE (OR A
BAILEE THEREFOR) OR AT ANY TIME HEREAFTER TRANSFERRED OR DELIVERED TO, OR COMING
INTO THE POSSESSION, CUSTODY OR CONTROL OF, THE COLLATERAL TRUSTEE (OR A BAILEE
THEREFOR), OR ANY AGENT OR AFFILIATE OF THE COLLATERAL TRUSTEE (OR A BAILEE
THEREFOR), WHETHER EXPRESSLY AS COLLATERAL SECURITY OR FOR ANY OTHER PURPOSE
(WHETHER FOR SAFEKEEPING, CUSTODY, COLLECTION OR OTHERWISE), AND ALL DIVIDENDS
AND DISTRIBUTIONS ON OR OTHER RIGHTS IN CONNECTION WITH ANY SUCH PROPERTY; AND
(U)
ALL BOOKS, RECORDS, WRITINGS, DATA BASES, INFORMATION AND OTHER
PROPERTY RELATING TO, USED OR USEFUL IN CONNECTION WITH, OR EVIDENCING,
EMBODYING, INCORPORATING OR REFERRING TO ANY OF THE FOREGOING, AND ALL PROCEEDS,
PRODUCTS, OFFSPRING, RENTS, ISSUES, PROFITS AND RETURNS OF AND FROM ANY OF THE
FOREGOING.
Notwithstanding any other provision of this Agreement, (a) the Collateral shall
not include, and this Section 2 shall not grant any security interest in, any
property or asset to the extent that, and for so long as, it constitutes an
Excluded Asset and (b) in the event that Rule 3-10 or Rule 3-16 of Regulation
S-X, promulgated pursuant to the Securities Act, would require the filing with
the Commission of separate financial statements of any Subsidiary Guarantor due
to such subsidiary's Capital Stock being pledged as Collateral for the Notes,
such Capital Stock shall be automatically deemed