names, d/b/a's,
Internet domain names, trade styles, designs, logos and other source or business
identifiers and all general intangibles of like nature, now or hereafter owned,
adopted, acquired or used by any Grantor (including, without limitation, all
domestic and foreign trademarks, service marks, collective marks, certification
marks, trade names, business names, d/b/a's, Internet domain names, trade
styles, designs, logos and other source or business identifiers described in
Schedule II hereto), all applications, registrations and recordings thereof
(including, without limitation, applications, registrations and recordings in
the United States Patent and Trademark Office or in any similar office or agency
of the United States, any state thereof or any other country or any political
subdivision thereof), and all reissues, extensions or renewals thereof, together
with all goodwill of the business symbolized by such marks and all customer
lists, formulae and other Records of any Grantor relating to the distribution of
products and services in connection with which any of such marks are used.
"Transaction Documents" means the Purchase Agreement and this Agreement and any
other document, instrument, mortgage or agreement now existing or in the future
entered into evidencing, documenting, securing, or otherwise relating to the
Obligations or the Collateral.
SECTION 2.
GRANT OF SECURITY INTEREST.
AS COLLATERAL SECURITY FOR ALL OF THE
"OBLIGATIONS" (AS DEFINED IN SECTION 3 HEREOF), AS OF THE EFFECTIVE DATE, EACH
GRANTOR PLEDGES AND ASSIGNS TO THE SECURED PARTY, AND GRANTS TO THE SECURED
PARTY A CONTINUING SECURITY INTEREST IN, ALL PERSONAL PROPERTY OF SUCH GRANTOR,
WHEREVER LOCATED AND WHETHER NOW OR HEREAFTER EXISTING AND WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, OF EVERY KIND AND DESCRIPTION, TANGIBLE OR INTANGIBLE
(COLLECTIVELY, THE "COLLATERAL"), INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
(A)
ALL ACCOUNTS;
(B)
ALL CHATTEL PAPER (WHETHER TANGIBLE OR ELECTRONIC);
(C)
THE COMMERCIAL TORT CLAIMS SPECIFIED ON SCHEDULE VI HERETO;
(D)
ALL DEPOSIT ACCOUNTS (INCLUDING, WITHOUT LIMITATION, ALL CASH, AND
ALL OTHER PROPERTY FROM TIME TO TIME DEPOSITED THEREIN AND THE MONIES AND
PROPERTY IN THE POSSESSION OR UNDER THE CONTROL OF THE SECURED PARTY OR BUYER OR
ANY AFFILIATE, REPRESENTATIVE, AGENT OR CORRESPONDENT OF THE SECURED PARTY OR
BUYER;
(E)
ALL DOCUMENTS;
(F)
ALL EQUIPMENT;
(G)
ALL FIXTURES;
(H)
ALL GENERAL INTANGIBLES (INCLUDING, WITHOUT LIMITATION, ALL
PAYMENT INTANGIBLES);
(I)
ALL GOODS;
(J)
ALL INSTRUMENTS (INCLUDING, WITHOUT LIMITATION, PROMISSORY NOTES
AND EACH CERTIFICATED SECURITY);
(K)
ALL INVENTORY;
(L)
ALL INVESTMENT PROPERTY;
(M)
ALL COPYRIGHTS, PATENTS AND TRADEMARKS, AND ALL LICENSES;
(N)
ALL LETTER-OF-CREDIT RIGHTS;
(O)
ALL SUPPORTING OBLIGATIONS;
(P)
ALL OTHER TANGIBLE AND INTANGIBLE PERSONAL PROPERTY OF SUCH
GRANTOR (WHETHER OR NOT SUBJECT TO THE CODE), INCLUDING, WITHOUT LIMITATION, ALL
BANK AND OTHER ACCOUNTS AND ALL CASH AND ALL INVESTMENTS THEREIN, ALL PROCEEDS,
PRODUCTS, OFFSPRING, ACCESSIONS, RENTS, PROFITS, INCOME, BENEFITS, SUBSTITUTIONS
AND REPLACEMENTS OF AND TO ANY OF THE PROPERTY OF SUCH GRANTOR DESCRIBED IN THE
PRECEDING CLAUSES OF THIS SECTION 2 (INCLUDING, WITHOUT LIMITATION, ANY PROCEEDS
OF INSURANCE THEREON AND ALL CAUSES OF ACTION, CLAIMS AND WARRANTIES NOW OR
HEREAFTER HELD BY SUCH GRANTOR IN RESPECT OF