OR INTEREST (COLLECTIVELY,
THE "COLLATERAL"), 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:
(I)
ALL ACCOUNTS;
(II)
ALL CHATTEL PAPER;
(III)
ALL DOCUMENTS;
(IV)
ALL EQUIPMENT;
(V)
ALL GENERAL INTANGIBLES;
(VI)
ALL INSTRUMENTS;
(VII)
ALL INTELLECTUAL PROPERTY;
(VIII)
ALL INVENTORY;
(IX)
ALL INVESTMENT PROPERTY;
(X)
ALL BOOKS AND RECORDS PERTAINING TO THE
COLLATERAL;
7
(XI)
ALL LETTERS OF CREDIT AND LETTER OF CREDIT
RIGHTS;
(XII)
ALL SUPPORTING OBLIGATIONS; AND
(XIII)
TO THE EXTENT NOT OTHERWISE INCLUDED, ALL
PROCEEDS AND PRODUCTS OF ANY AND ALL OF THE FOREGOING.
For the avoidance of doubt, this Security Agreement shall not be deemed, or
construed or interpreted to include, a pledge of any Pledged Shares or Pledge
Debt (each as defined in the Pledge Agreement).
(B)
EACH GRANTOR HEREBY IRREVOCABLY AUTHORIZES
THE ADMINISTRATIVE AGENT AT ANY TIME AND FROM TIME TO TIME TO FILE IN ANY
RELEVANT JURISDICTION ANY INITIAL FINANCING STATEMENTS WITH RESPECT TO THE
COLLATERAL OR ANY PART THEREOF AND AMENDMENTS THERETO THAT CONTAIN THE
INFORMATION REQUIRED BY ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE OF EACH
APPLICABLE JURISDICTION FOR THE FILING OF ANY FINANCING STATEMENT OR AMENDMENT,
INCLUDING WHETHER SUCH GRANTOR IS AN ORGANIZATION, THE TYPE OF ORGANIZATION AND
ANY ORGANIZATIONAL IDENTIFICATION NUMBER ISSUED TO SUCH GRANTOR.
SUCH FINANCING
STATEMENTS MAY DESCRIBE THE COLLATERAL IN THE SAME MANNER AS DESCRIBED HEREIN OR
MAY CONTAIN AN INDICATION OR DESCRIPTION OF COLLATERAL THAT DESCRIBES SUCH
PROPERTY IN ANY OTHER MANNER SUCH AS "ALL ASSETS" OR "ALL PERSONAL PROPERTY,
WHETHER NOW OWNED OR HEREAFTER ACQUIRED."
EACH GRANTOR AGREES TO PROVIDE SUCH
INFORMATION TO THE ADMINISTRATIVE AGENT PROMPTLY UPON REQUEST.
Each Grantor also ratifies its authorization for the Administrative Agent to
file in any relevant jurisdiction any initial financing statements or amendments
thereto if filed prior to the date hereof.
The Administrative Agent is further authorized to file with the United States
Patent and Trademark Office or United States Copyright Office (or any successor
office or any similar office in any other country) such documents as may be
necessary or advisable for the purpose of perfecting, confirming, continuing,
enforcing or protecting the Security Interest granted by each Grantor, without
the signature of any Grantor, and naming any Grantor or the Grantors as debtors
and the Administrative Agent as secured party.
The Security Interests are granted as security only and shall not subject the
Administrative Agent or any other Secured Party to, or in any way alter or
modify, any obligation or liability of any Grantor with respect to or arising
out of the Collateral.
3.
REPRESENTATIONS AND WARRANTIES.
Each Grantor hereby represents and warrants to the Administrative Agent and each
Secured Party that:
3.1.
TITLE; NO OTHER LIENS.
EXCEPT FOR THE
SECURITY INTEREST GRANTED TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE
SECURED PARTIES PURSUANT TO THIS SECURITY AGREEMENT, THE LIENS PERMITTED BY THE
CREDIT AGREEMENT AND ANY LIENS SECURING INDEBTEDNESS WHICH IS NO LONGER
OUTSTANDING