ARTICLES OF
THE CODE, THE DEFINITION OF SUCH TERM CONTAINED IN ARTICLE 9 OF THE CODE SHALL
GOVERN. IN ADDITION TO THOSE TERMS DEFINED ELSEWHERE IN
1
THIS AGREEMENT, AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE
FOLLOWING MEANINGS:
(A)
"ACCOUNTS" MEANS ACCOUNTS (AS THAT TERM IS DEFINED IN THE CODE).
(B)
"CODE" MEANS THE CALIFORNIA UNIFORM COMMERCIAL CODE, AS IN EFFECT
FROM TIME TO TIME; PROVIDED, HOWEVER, THAT IN THE EVENT THAT, BY REASON OF
MANDATORY PROVISIONS OF LAW, ANY OR ALL OF THE ATTACHMENT, PERFECTION, PRIORITY,
OR REMEDIES WITH RESPECT TO AGENT'S LIEN ON ANY COLLATERAL IS GOVERNED BY THE
UNIFORM COMMERCIAL CODE AS ENACTED AND IN EFFECT IN A JURISDICTION OTHER THAN
THE STATE OF CALIFORNIA, THE TERM "CODE" SHALL MEAN THE UNIFORM COMMERCIAL CODE
AS ENACTED AND IN EFFECT IN SUCH OTHER JURISDICTION SOLELY FOR PURPOSES OF THE
PROVISIONS THEREOF RELATING TO SUCH ATTACHMENT, PERFECTION, PRIORITY, OR
REMEDIES.
(C)
"COPYRIGHTS" MEANS ALL RIGHT, TITLE AND INTEREST IN AND TO
COPYRIGHTS IN WORKS OF AUTHORSHIP OF ANY KIND, AND ALL REGISTRATION
APPLICATIONS, REGISTRATIONS AND RECORDINGS THEREOF IN THE OFFICE OF THE UNITED
STATES REGISTER OF COPYRIGHTS, LIBRARY OF CONGRESS, OR IN ANY SIMILAR OFFICE OR
AGENCY OF ANY COUNTRY OR POLITICAL SUBDIVISION THEREOF THROUGHOUT THE WORLD,
WHETHER NOW OWNED OR HEREAFTER ACQUIRED, INCLUDING, BUT NOT LIMITED TO, THOSE
DESCRIBED IN SCHEDULE A TO THE COPYRIGHT SECURITY AGREEMENT ANNEXED
HERETO AND
MADE A PART HEREOF, TOGETHER WITH ALL EXTENSIONS, RENEWALS, REVERSIONARY RIGHTS,
AND CORRECTIONS THEREOF AND ALL LICENSES THEREOF OR PERTAINING THERETO.
(D)
"COPYRIGHT SECURITY AGREEMENT" MEANS EACH COPYRIGHT SECURITY
AGREEMENT AMONG GRANTORS, OR ANY OF THEM, AND AGENT, FOR THE BENEFIT OF THE
LENDER GROUP, IN SUBSTANTIALLY THE FORM OF EXHIBIT A ATTACHED HERETO, PURSUANT
TO WHICH GRANTORS HAVE GRANTED TO AGENT, FOR THE BENEFIT OF THE LENDER GROUP, A
SECURITY INTEREST IN ALL THEIR RESPECTIVE COPYRIGHTS.
(E)
"DEPOSIT ACCOUNT" MEANS A DEPOSIT ACCOUNT (AS THAT TERM IS DEFINED
IN THE CODE).
(F)
"EQUIPMENT" MEANS EQUIPMENT (AS THAT TERM IS DEFINED IN THE
CODE).
(G)
"GENERAL INTANGIBLES" MEANS GENERAL INTANGIBLES (AS THAT TERM IS
DEFINED IN THE CODE AND, IN ANY EVENT, INCLUDING, WITHOUT LIMITATION, PAYMENT
INTANGIBLES, CONTRACT RIGHTS, RIGHTS TO PAYMENT, RIGHTS ARISING UNDER COMMON
LAW, STATUTES, OR REGULATIONS, CHOSES OR THINGS IN ACTION, GOODWILL (INCLUDING
THE GOODWILL ASSOCIATED WITH ANY TRADEMARK, PATENT, OR COPYRIGHT), PATENTS,
TRADEMARKS, COPYRIGHTS, URLS AND DOMAIN NAMES, INDUSTRIAL DESIGNS, OTHER
INDUSTRIAL OR INTELLECTUAL PROPERTY OR RIGHTS THEREIN OR APPLICATIONS THEREFOR,
WHETHER UNDER LICENSE OR OTHERWISE, PROGRAMS, PROGRAMMING MATERIALS, BLUEPRINTS,
DRAWINGS, PURCHASE ORDERS, CUSTOMER LISTS, MONIES DUE OR RECOVERABLE FROM
PENSION FUNDS, ROUTE LISTS, RIGHTS TO PAYMENT AND OTHER RIGHTS UNDER ANY ROYALTY
OR LICENSING AGREEMENTS, INCLUDING INTELLECTUAL PROPERTY LICENSES, INFRINGEMENT
CLAIMS, COMPUTER PROGRAMS, INFORMATION CONTAINED ON COMPUTER DISKS OR TAPES,
SOFTWARE, LITERATURE, REPORTS, CATALOGS, PENSION PLAN REFUNDS, PENSION PLAN
REFUND CLAIMS, INSURANCE PREMIUM REBATES, TAX REFUNDS, AND TAX REFUND CLAIMS,
UNCERTIFICATED SECURITIES, AND ANY OTHER PERSONAL PROPERTY OTHER THAN COMMERCIAL
TORT CLAIMS, MONEY, ACCOUNTS, CHATTEL PAPER, DEPOSIT