AND IN EFFECT IN SUCH OTHER JURISDICTION SOLELY FOR PURPOSES OF THE
PROVISIONS THEREOF RELATING TO SUCH ATTACHMENT, PERFECTION, PRIORITY OR REMEDIES
AND FOR PURPOSES OF DEFINITIONS RELATED TO SUCH PROVISIONS.
(D)
"COLLATERAL" MEANS:
(I)
ALL PRESENT AND FUTURE ACCOUNTS NOW
OWNED OR HEREAFTER ACQUIRED; AND
(II)
ALL BOOKS, RECORDS, DATA, PLANS, MANUALS,
COMPUTER SOFTWARE, COMPUTER TAPES, COMPUTER SYSTEMS, COMPUTER DISKS, COMPUTER
PROGRAMS, SOURCE CODES AND OBJECT CODES CONTAINING ANY
1
INFORMATION, PERTAINING DIRECTLY OR INDIRECTLY TO THE COLLATERAL AND ALL RIGHTS
TO RETRIEVE DATA AND OTHER INFORMATION PERTAINING DIRECTLY OR INDIRECTLY TO THE
COLLATERAL FROM THIRD PARTIES.
The term "Collateral," as used herein, shall also include all SUPPORTING
OBLIGATIONS, PRODUCTS and PROCEEDS of all of the foregoing (including without
limitation, insurance payable by reason of loss or damage to the foregoing
property).
(E)
"CONSTITUENT DOCUMENTS" MEANS (I) IN THE
CASE OF A CORPORATION, ITS ARTICLES OR CERTIFICATE OF INCORPORATION AND BYLAWS;
(II) IN THE CASE OF A GENERAL PARTNERSHIP, ITS PARTNERSHIP AGREEMENT; (III) IN
THE CASE OF A LIMITED PARTNERSHIP, ITS CERTIFICATE OF LIMITED PARTNERSHIP AND
PARTNERSHIP AGREEMENT; (IV) IN THE CASE OF A TRUST, ITS TRUST AGREEMENT; (V) IN
THE CASE OF A JOINT VENTURE, ITS JOINT VENTURE AGREEMENT; (VI) IN THE CASE OF A
LIMITED LIABILITY COMPANY, ITS ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT
OR REGULATIONS; AND (VII) IN THE CASE OF ANY OTHER ENTITY, ITS ORGANIZATIONAL
AND GOVERNANCE DOCUMENTS AND AGREEMENTS.
(F)
"CONTROL" MEANS THE POSSESSION, DIRECTLY
OR INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT
OR POLICIES OF A PERSON, WHETHER THROUGH THE ABILITY TO EXERCISE VOTING POWER,
BY CONTRACT OR OTHERWISE.
"CONTROLLING" AND "CONTROLLED" HAVE MEANINGS
CORRELATIVE THERETO.
(G)
"DEBT" MEANS AS TO ANY PERSON AT ANY TIME
(WITHOUT DUPLICATION) ALL ITEMS OF INDEBTEDNESS, OBLIGATION OR LIABILITY OF A
PERSON, WHETHER MATURE OR UNMATURED, LIQUIDATED OR UNLIQUIDATED, DIRECT OR
INDIRECT, ABSOLUTE OR CONTINGENT, JOINT OR SEVERAL, THAT SHOULD BE CLASSIFIED AS
LIABILITIES IN ACCORDANCE WITH GAAP.
(H)
"GAAP" MEANS GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, APPLIED ON A CONSISTENT BASIS, AS SET FORTH IN OPINIONS OF THE
ACCOUNTING PRINCIPLES BOARD OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC
ACCOUNTANTS AND/OR IN STATEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD
AND/OR THEIR RESPECTIVE SUCCESSORS AND WHICH ARE APPLICABLE IN THE CIRCUMSTANCES
AS OF THE DATE IN QUESTION.
ACCOUNTING PRINCIPLES ARE APPLIED ON A "CONSISTENT
BASIS" WHEN THE ACCOUNTING PRINCIPLES APPLIED IN A CURRENT PERIOD ARE COMPARABLE
IN ALL MATERIAL RESPECTS TO THOSE ACCOUNTING PRINCIPLES APPLIED IN A PRECEDING
PERIOD.
(I)
"GOVERNMENTAL AUTHORITY" MEANS THE
GOVERNMENT OF THE UNITED STATES OF AMERICA, ANY OTHER NATION OR ANY POLITICAL
SUBDIVISION THEREOF, WHETHER STATE OR LOCAL, AND ANY AGENCY, AUTHORITY,
INSTRUMENTALITY, REGULATORY BODY, COURT, CENTRAL BANK OR OTHER ENTITY EXERCISING
EXECUTIVE, LEGISLATIVE, JUDICIAL, TAXING, REGULATORY OR ADMINISTRATIVE POWERS OR
FUNCTIONS OF OR PERTAINING TO GOVERNMENT.
(J)
"INDEBTEDNESS" MEANS (I) ALL
INDEBTEDNESS, OBLIGATIONS AND LIABILITIES OF DEBTOR TO LENDER OF ANY KIND OR
CHARACTER, NOW EXISTING OR HEREAFTER ARISING, NOW EXISTING OR HEREAFTER ARISING
UNDER THE NOTE,