ALL OF THE FOLLOWING ASSETS AND PROPERTIES NOW OWNED OR AT ANY TIME
HEREAFTER ACQUIRED BY THE GRANTOR OR IN WHICH THE GRANTOR NOW HAS OR AT ANY TIME
IN THE FUTURE MAY ACQUIRE ANY RIGHT, TITLE OR INTEREST (COLLECTIVELY, THE
"ARTICLE 9 COLLATERAL"):
(I)
ALL EQUIPMENT LOCATED IN ANY SPECIFIED JURISDICTION;
(II)
ALL INVENTORY LOCATED IN ANY SPECIFIED JURISDICTION;
(III)
ALL FIXTURES LOCATED IN ANY SPECIFIED JURISDICTION; AND
(IV)
TO THE EXTENT NOT OTHERWISE INCLUDED, ALL PROCEEDS AND PRODUCTS OF
ANY AND ALL OF THE FOREGOING AND ALL COLLATERAL SECURITY AND GUARANTEES GIVEN BY
ANY PERSON WITH RESPECT TO ANY OF THE FOREGOING.
NOTWITHSTANDING THE FOREGOING, THE ARTICLE 9 COLLATERAL SHALL NOT INCLUDE ANY OF
THE FOLLOWING ASSETS NOW OWNED OR HEREAFTER ACQUIRED WHICH WOULD OTHERWISE BE
INCLUDED IN THE ARTICLE 9 COLLATERAL: (A) ASSETS TRANSFERRED TO A PERSON THAT IS
NOT THE GRANTOR, AND IS NOT REQUIRED UNDER THE CREDIT AGREEMENT TO BECOME A
GRANTOR (AS DEFINED IN THE TERM LOAN COLLATERAL AGREEMENT), IN COMPLIANCE WITH
THE CREDIT AGREEMENT, (B) ASSETS SUBJECT TO LIENS PERMITTED BY
SECTION 6.05(II)(2), (3) OR (4), 6.05(IV) OR 6.05(V) OF THE CREDIT AGREEMENT TO
THE EXTENT THE DOCUMENTATION CREATING SUCH LIENS OR GOVERNING THE INDEBTEDNESS
SECURED THEREBY WOULD PROHIBIT LIENS ON SUCH ASSETS CREATED HEREUNDER,
(C) ASSETS WHICH CONTAIN A VALID AND ENFORCEABLE PROHIBITION ON THE CREATION OF
A SECURITY INTEREST THEREIN, TO THE EXTENT AND FOR SO LONG AS SUCH PROHIBITION
REMAINS IN EFFECT AND IS VALID AND EFFECTIVE TO PROHIBIT THE CREATION OF A
SECURITY INTEREST THEREIN NOTWITHSTANDING SECTIONS 9-406 THROUGH 9-409 OF THE
APPLICABLE UNIFORM COMMERCIAL CODE, (D) VEHICLES, (E) AIRCRAFT, (F) REAL ESTATE
INTERESTS (INCLUDING BUT NOT LIMITED TO LEASEHOLD INTERESTS), OTHER
4
THAN FIXTURES, (G) ANY EQUIPMENT, INVENTORY OR FIXTURES NOT LOCATED IN A
SPECIFIED JURISDICTION OR (H) ANY STATE CERTIFICATE FROM ANY RELEVANT STATE
PUBLIC UTILITIES COMMISSION AUTHORIZING THE GRANTOR TO DO BUSINESS.
(b) The Grantor hereby irrevocably authorizes the Collateral Agent at any time
and from time to time to file in any relevant jurisdiction any initial financing
statements (including fixture filings and transmitting utility filings) with
respect to the Article 9 Collateral or any part thereof and amendments thereto
that (i) indicate the Article 9 Collateral as all assets of the Grantor (or, if
the Collateral Agent shall so elect, identifying the Collateral in greater
detail) or words of similar effect; provided that such description states that
the collateral does not include any Equipment, Inventory or Fixtures unless the
same are located in a Specified Jurisdiction (as defined herein) (it being
understood that such description shall not result in the creation of a security
interest in any assets expressly excluded from the Article 9 Collateral by the
immediately preceding paragraph), and (ii) contain the information required by
Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the
filing of any financing statement or amendment, including
(A) whether the
Grantor is an organization, the type of organization and any organizational
identification number