LICENSES OF COPYRIGHTS AND MARKS SUBJECT TO
COPYRIGHT PROTECTION, IN WHOLE OR IN PART, AND ALL RENEWALS OR EXTENSIONS OF ANY
OF THE FOREGOING (THE "COPYRIGHTS"); (C) TRADE NAMES, TRADEMARKS, SERVICE MARKS,
TRADE STYLES, DESIGNS, LOGOS, INDICIA, CORPORATE NAMES AND FICTITIOUS BUSINESS
NAMES, IN EACH CASE, TOGETHER WITH ALL ASSOCIATED GOODWILL INCLUDING, WITHOUT
LIMITATION, THE TRADEMARK APPLICATIONS SET FORTH ON SCHEDULE II HERETO (THE
"TRADEMARKS"); (D) (I) PATENTS NOW EXISTING OR HEREAFTER ADOPTED OR ACQUIRED,
ALL REGISTRATIONS AND RECORDINGS THEREOF, AND ALL APPLICATIONS IN CONNECTION
THEREWITH, INCLUDING, WITHOUT LIMITATION, REGISTRATIONS, RECORDINGS AND
APPLICATIONS 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, INCLUDING, WITHOUT LIMITATION,
THOSE LISTED ON SCHEDULE II HERETO TOGETHER WITH ALL THE RIGHTS, BENEFITS AND
PRIVILEGES DERIVED THEREFROM, (II) ALL DESIGN AND UTILITY PATENTS, UTILITY
MODELS AND REGISTERED DESIGNS (INCLUDING ALL REISSUES, DIVISIONS, CONTINUATIONS,
CONTINUATIONS-IN-PART, REEXAMINATIONS AND EXTENSIONS THEREOF), AND (III) ALL
PROCEEDS OF THE FOREGOING (THE "PATENTS"); (E) DESIGNS, SCHEMES, COMPUTER
PROGRAMS AND ALL INTELLECTUAL PROPERTY RIGHTS ASSOCIATED THERETO (OTHER THAN
SUCH PROGRAMS AND RIGHTS IN WHICH, BY THEIR TERMS ENFORCEABLE UNDER APPLICABLE
LAW, NO SECURITY INTEREST MAY BE GRANTED); AND (F) OTHER PROPRIETARY
INFORMATION;
(F)
ALL INVESTMENT PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL
SECURITIES AND CAPITAL STOCK OR OTHER INTERESTS IN ANY OTHER PERSON WHETHER
CERTIFICATED OR UNCERTIFICATED; ALL WARRANTS, OPTIONS AND OTHER RIGHTS TO
ACQUIRE SECURITIES, CAPITAL STOCK OR OTHER INTERESTS IN ANY OTHER PERSON; ALL
SECURITIES ENTITLEMENTS; AND ALL SECURITIES ACCOUNTS, TOGETHER WITH ALL
FINANCIAL ASSETS CREDITED THERETO;
(G)
ALL CASH AND CASH EQUIVALENTS, INCLUDING, WITHOUT LIMITATION, MONEY,
DEMAND DEPOSIT ACCOUNTS AND OTHER DEPOSIT ACCOUNTS;
(H)
ALL GOVERNMENTAL APPROVALS, LICENSES, FRANCHISES AND AUTHORIZATIONS,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW;
(I)
ALL PROPERTY AND INTERESTS IN PROPERTY OF SUCH BORROWER NOW OR
HEREAFTER COMING INTO ITS ACTUAL POSSESSION, CUSTODY OR CONTROL IN ANY WAY AND
FOR ANY PURPOSE (WHETHER FOR SAFEKEEPING, DEPOSIT, CUSTODY, PLEDGE,
TRANSMISSION, COLLECTION OR OTHERWISE);
(J)
ALL BOOKS AND RECORDS;
(K)
ALL OTHER PROPERTY AND INTERESTS IN PROPERTY OF SUCH BORROWER
CONSTITUTING PERSONAL PROPERTY; AND
(L)
ALL ACCESSIONS AND ADDITIONS TO, SUBSTITUTIONS FOR, AND REPLACEMENTS,
PRODUCTS AND PROCEEDS OF ANY OF THE FOREGOING (INCLUDING, WITHOUT LIMITATION,
PROCEEDS THAT CONSTITUTE PROPERTY OF THE TYPES DESCRIBED IN CLAUSES (A) THROUGH
(K) OF THIS SECTION 1, AND, TO THE EXTENT NOT OTHERWISE INCLUDED, ALL
(I) PAYMENTS UNDER INSURANCE (WHETHER OR NOT ANY PURCHASER IS THE LOSS PAYEE
THEREOF), OR ANY INDEMNITY, WARRANTY, GUARANTY OR LETTER OF CREDIT, PAYABLE BY
REASON OF LOSS OR DAMAGE TO OR OTHERWISE WITH RESPECT TO ANY OF THE FOREGOING;
AND (II) ANY AND ALL SUPPORTING OBLIGATIONS IN RESPECT OF ANY OF THE FOREGOING).
SECTION 2.
Security for Obligations; Definitions.
(a)
This Security Agreement and the Collateral secure the prompt and
complete payment and performance when due of (i) all Note Indebtedness (as
defined in the Note Purchase Agreement), and (ii) all obligations of Borrowers
hereunder