HAVE APPEARED OR APPEAR, DESIGNS
AND GENERAL INTANGIBLES OF LIKE NATURE (WHETHER REGISTERED OR UNREGISTERED), ALL
REGISTRATIONS AND RECORDINGS THEREOF, AND ALL APPLICATIONS (OTHER THAN
INTENT-TO-USE APPLICATIONS) IN CONNECTION THEREWITH, INCLUDING REGISTRATIONS,
RECORDINGS AND APPLICATIONS (OTHER THAN INTENT-TO-USE 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; (II) ALL REISSUES, EXTENSIONS OR RENEWALS
THEREOF; AND (III) ALL GOODWILL ASSOCIATED WITH OR SYMBOLIZED BY ANY OF THE
FOREGOING.
(O)
"UCC 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 AND ALL RENEWALS, EXTENSIONS,
RESTRUCTURINGS AND REFINANCINGS THEREOF, EACH GRANTOR HEREBY GRANTS, MORTGAGES,
PLEDGES AND HYPOTHECATES TO AGENT, FOR THE BENEFIT OF THE LENDER PARTIES, 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);
3
(V)
ALL GOODS (INCLUDING INVENTORY, EQUIPMENT AND FIXTURES);
(VI)
ALL INSTRUMENTS;
(VII)
ALL INVESTMENT PROPERTY;
(VIII)
ALL DEPOSIT ACCOUNTS, INCLUDING BLOCKED ACCOUNTS (AS DEFINED IN
SECTION 6 BELOW), CONCENTRATION ACCOUNTS (AS DEFINED IN SECTION 6 BELOW),
DESIGNATED DEPOSIT ACCOUNTS (AS DEFINED IN SECTION 6 BELOW) AND ALL OTHER BANK
ACCOUNTS AND ALL DEPOSITS THEREIN (EXCLUDING ANY BONA FIDE PAYROLL ACCOUNTS OF
ANY GRANTOR TO THE EXTENT THESE ACCOUNTS ARE USED FOR THESE LIMITED PURPOSES);
(IX)
ALL MONEY, CASH AND CASH EQUIVALENTS;
(X)
ALL SUPPORTING OBLIGATIONS AND LETTER-OF CREDIT RIGHTS;
(XI)
THE FOLLOWING COMMERCIAL TORT CLAIMS:
[NONE AS OF THE DATE OF
THIS SECURITY AGREEMENT]; AND
(XII)
ALL PROCEEDS, TORT CLAIMS, INSURANCE CLAIMS AND OTHER RIGHTS TO
PAYMENT NOT OTHERWISE INCLUDED IN THE FOREGOING AND PRODUCTS OF THE FOREGOING
AND ALL ACCESSIONS TO, SUBSTITUTIONS AND REPLACEMENTS FOR, AND RENTS AND PROFITS
OF, EACH OF THE FOREGOING.
(B)
IN ADDITION, TO SECURE THE PROMPT AND COMPLETE PAYMENT,
PERFORMANCE AND OBSERVANCE OF THE OBLIGATIONS AND IN ORDER TO INDUCE AGENT AND
LENDERS AS AFORESAID, EACH GRANTOR HEREBY GRANTS TO AGENT, FOR THE BENEFIT OF
LENDER PARTIES, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, A RIGHT OF SETOFF AGAINST THE PROPERTY OF SUCH GRANTOR HELD BY