CODE) IN ALL OF
ITS FORMS, AND WHEREVER LOCATED, TOGETHER WITH ALL ACCESSIONS OR ADDITIONS
THERETO AND PRODUCTS THEREOF (COLLECTIVELY THE "INVENTORY");
(F)
ALL OF SUCH DEBTOR'S INVESTMENT PROPERTY (AS DEFINED IN THE CODE)
WHEREVER LOCATED;
(G)
ALL OF SUCH DEBTOR'S DEPOSIT ACCOUNTS (AS DEFINED IN THE CODE)
WHEREVER LOCATED;
(H)
ALL OF SUCH DEBTOR'S AS-EXTRACTED COLLATERAL AND FIXTURES, IN EACH
CASE AS DEFINED IN THE CODE;
(I)
ALL OF SUCH DEBTOR'S INSURANCE CLAIMS AND PROCEEDS AND COMMERCIAL
TORT CLAIMS;
(J)
ANY OTHER CONTRACT RIGHTS OF SUCH DEBTOR OR RIGHTS TO THE PAYMENT
OF MONEY;
3
(K)
ANY ADDITIONAL TANGIBLE OR INTANGIBLE PROPERTY FROM TIME TO TIME
DELIVERED TO OR DEPOSITED WITH SECURED PARTY AS SECURITY FOR THE SECURED
OBLIGATIONS OR OTHERWISE PURSUANT TO THE TERMS OF THIS AGREEMENT; AND
(L)
THE PROCEEDS, PRODUCTS, SUPPORTING OBLIGATIONS, RELATED RIGHTS,
ADDITIONS TO, SUBSTITUTIONS FOR AND ACCESSIONS OF ANY AND ALL COLLATERAL
DESCRIBED IN SUBSECTIONS (A)-(K) IN THIS SECTION 2.1.
SECTION 2.2
CERTAIN LIMITED EXCLUSIONS.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, IN NO EVENT SHALL THE COLLATERAL INCLUDE (NOR SHALL ANY
COMPONENT DEFINITION OF COLLATERAL INCLUDE), OR THE SECURITY INTEREST GRANTED
UNDER SECTION 2.1 HEREOF ATTACH TO (A) ANY CONTRACT RIGHT OR GENERAL INTANGIBLE
THAT PROHIBITS OR CREATES A TERMINATION RIGHT WITH RESPECT TO ANY GRANT OR
ATTEMPT TO GRANT A SECURITY INTEREST THEREIN, OR (B) ANY OF THE OUTSTANDING
EQUITY INTERESTS OF, A CONTROLLED FOREIGN ENTITY IN EXCESS OF SIXTY-FIVE PERCENT
(65%) OF THE VOTING POWER OF ALL CLASSES OF EQUITY INTERESTS OF SUCH CONTROLLED
FOREIGN ENTITY ENTITLED TO VOTE.
SECTION 2.3
SECURED OBLIGATIONS.
THE SECURITY INTEREST IN, GENERAL
LIEN UPON, AND RIGHT OF SET-OFF AGAINST THE COLLATERAL IS GRANTED TO SECURE THE
FOLLOWING (COLLECTIVELY, THE "SECURED OBLIGATIONS"):
(A)
THE PAYMENT OF ALL THE OBLIGATIONS (AS DEFINED IN THE CREDIT
AGREEMENT) OF DEBTORS TO SECURED PARTY NOW OR HEREAFTER EXISTING INCLUDING,
WITHOUT LIMITATION, THE INDEBTEDNESS OF DEBTORS UNDER THE NOTE, AND ANY AND ALL
RENEWALS, EXTENSIONS FOR ANY PERIOD OR REARRANGEMENT OF THE OBLIGATIONS;
(B)
THE PERFORMANCE OF ALL OBLIGATIONS OF DEBTORS UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS; AND
(C)
ALL OBLIGATIONS OF DEBTORS OWED TO A COUNTERPARTY UNDER A
PERMITTED COMMODITY HEDGE AGREEMENT DEFINED IN OR ARISING PURSUANT TO THE TERMS
OF THE CREDIT AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY ISDA MASTER AGREEMENT
EXECUTED PURSUANT TO THE CREDIT AGREEMENT BETWEEN ANY DEBTOR AND SUCH
COUNTERPARTY (TOGETHER WITH ALL SCHEDULES AND CONFIRMATIONS IN RESPECT THEREOF,
AS RATIFIED, AMENDED, SUPPLEMENTED, RESTATED, EXTENDED OR REPLACED FROM TIME TO
TIME).
ARTICLE III
REPRESENTATIONS AND WARRANTIES
In order to induce Secured Party to accept this Agreement, each Debtor
represents and warrants to Secured Party (which representations and warranties
will survive the creation of any Secured Obligations and the extension of any
credit under the Credit Agreement) that:
SECTION 3.1
OWNERSHIP AND LIENS.
EXCEPT FOR THE SECURITY INTEREST
OF SECURED PARTY GRANTED IN THIS AGREEMENT AND EXCEPT FOR LIENS, SECURITY
INTERESTS AND OTHER ENCUMBRANCES PERMITTED UNDER THE CREDIT AGREEMENT
("PERMITTED ENCUMBRANCES"), EACH DEBTOR OWNS DEFENSIBLE