SECURITY FOR THE
PROMPT AND COMPLETE PAYMENT AND PERFORMANCE OF THE SECURED OBLIGATIONS WHEN DUE,
AND TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THE CREDIT
AGREEMENT AND TO MAKE THE LOANS AND PROVIDE THE OTHER FINANCIAL ACCOMMODATIONS
TO BORROWER CONTEMPLATED THEREIN, EACH SUCH ASSIGNOR DOES HEREBY GRANT, PLEDGE,
ASSIGN AND TRANSFER UNTO THE COLLATERAL AGENT, IN ITS CAPACITY
2
AS COLLATERAL AGENT HEREUNDER FOR THE BENEFIT OF THE SECURED PARTIES, A
CONTINUING SECURITY INTEREST OF FIRST PRIORITY IN ALL OF THE RIGHT, TITLE AND
INTEREST OF SUCH ASSIGNOR IN, TO AND UNDER ALL OF THE FOLLOWING, WHETHER NOW
EXISTING OR HEREAFTER FROM TIME TO TIME ARISING, AND WHETHER NOW OWNED OR
HEREAFTER FROM TIME TO TIME ACQUIRED OR CREATED:
(I) ALL CASH, ACCOUNTS,
DEPOSITS, DEPOSIT ACCOUNTS, INVESTMENT PROPERTY, SECURITIES ACCOUNTS, SECURITIES
AND INSURANCE POLICIES NOW OR AT ANY TIME HEREAFTER IN THE POSSESSION OR UNDER
CONTROL OF SUCH ASSIGNOR OR ITS RESPECTIVE BAILEES AND ANY INTEREST THEREIN,
(II) EACH AND EVERY RECEIVABLE, (III) ALL CONTRACTS, TOGETHER WITH ALL CONTRACT
RIGHTS ARISING THEREUNDER, AND ALL EQUITY AND DEBT SECURITIES AND OTHER
INTERESTS IN ANY AND ALL UNRESTRICTED SUBSIDIARIES, (IV) ALL INVENTORY, (V) ANY
CASH COLLATERAL ACCOUNT ESTABLISHED WITH RESPECT TO SUCH ASSIGNOR AND ALL
MONIES, SECURITIES AND INSTRUMENTS DEPOSITED OR REQUIRED TO BE DEPOSITED IN SUCH
CASH COLLATERAL ACCOUNT, (VI) ALL EQUIPMENT, (VII) ALL MARKS, TOGETHER WITH THE
REGISTRATIONS AND RIGHT TO ALL RENEWALS THEREOF, AND THE GOODWILL OF THE
BUSINESS OF SUCH ASSIGNOR SYMBOLIZED BY THE MARKS AND ALL INTELLECTUAL PROPERTY
CAUSES OF ACTION, (VIII) ALL PATENTS AND COPYRIGHTS, AND ALL REISSUES, RENEWALS
OR EXTENSIONS THEREOF, (IX) ALL COMPUTER PROGRAMS AND ALL INTELLECTUAL PROPERTY
RIGHTS THEREIN AND ALL OTHER PROPRIETARY INFORMATION, INCLUDING, BUT NOT LIMITED
TO, TRADE SECRETS, (X) ALL VEHICLES, AIRCRAFT, VESSELS, BARGES, RAILCARS,
ROLLING STOCK AND FIXTURES, TOGETHER WITH ACCESSIONS THERETO AND REPLACEMENT
PARTS THEREFOR, (XI) (A) ALL INTERCOMPANY NOTES DESCRIBED IN SCHEDULE B (AS IT
MAY, FROM TIME TO TIME, BE SUPPLEMENTED IN ACCORDANCE WITH THE TERMS HEREOF),
ALL OTHER INTERCOMPANY NOTES AND ALL OTHER PROMISSORY NOTES OWING TO SUCH
ASSIGNOR; (B) (1) ALL CAPITAL STOCK DESCRIBED IN SCHEDULE C (AS IT MAY, FROM
TIME TO TIME, BE SUPPLEMENTED IN ACCORDANCE WITH THE TERMS HEREOF) AND (2) ALL
OTHER CAPITAL STOCK; AND (C) ALL STOCK RIGHTS, (XII) ALL BOOKS AND RECORDS,
CUSTOMER LISTS, LEDGER CARDS, CREDIT FILES, PRINT-OUTS, AND OTHER MATERIALS AND
RECORDS PERTAINING TO ANY OF THE FOREGOING, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, (XIII) ALL OTHER GOODS, GENERAL INTANGIBLES, CHATTEL PAPER, DOCUMENTS
AND INSTRUMENTS, (XIV) ALL LETTER-OF-CREDIT RIGHTS, (XV) ANY COMMERCIAL TORT
CLAIMS DESCRIBED ON SCHEDULE 2.1(K), (XVI) ALL OTHER PERSONAL PROPERTY OF SUCH
ASSIGNOR, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, (XVII) ALL DOCUMENTS OF TITLE
EVIDENCING OR ISSUED WITH RESPECT TO ANY OF THE FOREGOING, AND (XVIII) ALL
PROCEEDS AND PRODUCTS OF ANY AND ALL OF THE FOREGOING (INCLUDING, WITHOUT
LIMITATION, ALL INSURANCE AND CLAIMS FOR INSURANCE EFFECTED OR HELD FOR THE
BENEFIT OF SUCH ASSIGNOR IN RESPECT THEREOF)