Security Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.
"Security Interest" shall have the meaning assigned to such term in Section 2.
"Trademark License" means any written agreement, now or hereafter in effect,
granting to any third party any right to use any trademark now or hereafter
owned by any Grantor (including any Trademark) or that any Grantor otherwise has
the right to license, or granting to any Grantor any right to use any trademark
now or hereafter owned by any third party, and all rights of any Grantor under
any such agreement, including those listed on Schedule 5.
"trademarks" means, with respect to any Person, all of the following now owned
or hereafter acquired by such Person:
(i) all trademarks, service marks, trade
names, corporate names, company names, business names, fictitious business
names, trade styles, trade dress, logos, other source or business identifiers,
designs and general intangibles of like nature, now existing or hereafter
adopted or acquired, all registrations and recordings thereof (if any), and all
registration and recording applications filed in connection therewith, including
registrations and registration applications in the United States Patent and
Trademark Office or any similar offices in any State of the United States or any
other country or any political subdivision thereof, and all extensions or
renewals thereof, (ii) all goodwill associated therewith or symbolized thereby
and (iii) all other assets, rights and interests that uniquely reflect or embody
such goodwill.
"Trademarks" means all trademarks now owned or hereafter acquired by any
Grantor, including those listed on Schedule 6 hereto.
6
(C)
REFERENCES TO "LENDERS" IN THIS SECURITY
AGREEMENT SHALL BE DEEMED TO INCLUDE AFFILIATES OF LENDERS THAT MAY FROM TIME TO
TIME ENTER INTO HEDGE AGREEMENTS WITH THE BORROWER.
(D)
THE WORDS "HEREOF", "HEREIN", "HERETO" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS SECURITY AGREEMENT
SHALL REFER TO THIS SECURITY AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
PROVISION OF THIS SECURITY AGREEMENT, AND SECTION, SUBSECTION AND
SCHEDULE REFERENCES ARE TO THIS SECURITY AGREEMENT UNLESS OTHERWISE SPECIFIED.
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED
BY THE PHRASE "WITHOUT LIMITATION".
(E)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN
SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
(F)
WHERE THE CONTEXT REQUIRES, TERMS
RELATING TO THE COLLATERAL OR ANY PART THEREOF, WHEN USED IN RELATION TO A
GRANTOR, SHALL REFER TO SUCH GRANTOR'S COLLATERAL OR THE RELEVANT PART THEREOF.
2.
GRANT OF SECURITY INTEREST.
(A)
EACH GRANTOR HEREBY BARGAINS, SELLS,
CONVEYS, ASSIGNS, SETS OVER, MORTGAGES, PLEDGES, HYPOTHECATES AND TRANSFERS TO
THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, AND HEREBY
GRANTS TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, A
SECURITY INTEREST (THE "SECURITY INTEREST") IN ALL OF THE FOLLOWING PROPERTY NOW
OWNED OR HEREAFTER ACQUIRED BY SUCH GRANTOR OR IN WHICH SUCH GRANTOR NOW HAS OR
AT ANY TIME IN FUTURE MAY ACQUIRE ANY RIGHT, TITLE