"ACCOUNT COLLATERAL"):
(I)
ALL DEPOSIT ACCOUNTS, INCLUDING WITHOUT LIMITATION, THE
COLLECTIONS ACCOUNT AND THE RESERVE ACCOUNT (THE "DEPOSIT ACCOUNTS"), NOW OR
HEREAFTER OWNED OR MAINTAINED BY SUCH GRANTOR, INCLUDING WITHOUT LIMITATION
THOSE IN EXISTENCE ON THE DATE OF THIS SECURITY AGREEMENT AND SET FORTH ON
SCHEDULE I HERETO,
(II)
ALL CASH, CHECKS, OR OTHER INSTRUMENTS DELIVERED FROM TIME TO
TIME TO ANY DEPOSIT ACCOUNT;
(III)
ALL CERTIFICATES AND INSTRUMENTS, IF ANY, FROM TIME TO TIME
REPRESENTING OR EVIDENCING DEPOSIT ACCOUNTS;
(IV)
ALL PROMISSORY NOTES, CERTIFICATES OF DEPOSIT, CHECKS AND OTHER
INSTRUMENTS FROM TIME TO TIME DELIVERED TO OR OTHERWISE POSSESSED BY THE
COLLATERAL AGENT FOR OR ON BEHALF OF SUCH GRANTOR IN SUBSTITUTION FOR OR IN
ADDITION TO ANY OR ALL OF THE THEN EXISTING ACCOUNT COLLATERAL; AND
(V)
ALL INTEREST, DIVIDENDS, DISTRIBUTIONS, CASH, INSTRUMENTS AND
OTHER PROPERTY FROM TIME TO TIME RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED
IN RESPECT OF OR IN EXCHANGE FOR ANY OR ALL OF THE THEN EXISTING ACCOUNT
COLLATERAL; AND
(G)
THE FOLLOWING, IF ANY, (COLLECTIVELY, THE "INTELLECTUAL
PROPERTY COLLATERAL"):
(I)
ALL PATENTS, PATENT APPLICATIONS, UTILITY MODELS AND
STATUTORY INVENTION REGISTRATIONS, ALL INVENTIONS CLAIMED OR DISCLOSED THEREIN
AND ALL IMPROVEMENTS THERETO ("PATENTS");
(II)
ALL TRADEMARKS, SERVICE MARKS, DOMAIN NAMES, TRADE DRESS,
LOGOS, DESIGNS, SLOGANS, TRADE NAMES, BUSINESS NAMES, CORPORATE NAMES AND OTHER
SOURCE IDENTIFIERS, WHETHER REGISTERED OR UNREGISTERED (PROVIDED THAT NO
SECURITY INTEREST SHALL BE GRANTED IN UNITED STATES INTENT-TO-USE TRADEMARK
APPLICATIONS TO THE EXTENT THAT, AND SOLELY
3
DURING THE PERIOD IN WHICH, THE GRANT OF A SECURITY INTEREST THEREIN WOULD
IMPAIR THE VALIDITY OR ENFORCEABILITY OF SUCH INTENT-TO-USE TRADEMARK
APPLICATIONS UNDER APPLICABLE FEDERAL LAW), TOGETHER, IN EACH CASE, WITH THE
GOODWILL SYMBOLIZED THEREBY ("TRADEMARKS");
(III)
ALL COPYRIGHTS, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS IN
COMPUTER SOFTWARE (AS HEREINAFTER DEFINED), INTERNET WEB SITES AND THE CONTENT
THEREOF, WHETHER REGISTERED OR UNREGISTERED ("COPYRIGHTS");
(IV)
ALL COMPUTER SOFTWARE, PROGRAMS AND DATABASES (INCLUDING,
WITHOUT LIMITATION, SOURCE CODE, OBJECT CODE AND ALL RELATED APPLICATIONS AND
DATA FILES), FIRMWARE AND DOCUMENTATION AND MATERIALS RELATING THERETO, TOGETHER
WITH ANY AND ALL MAINTENANCE RIGHTS, SERVICE RIGHTS, PROGRAMMING RIGHTS, HOSTING
RIGHTS, TEST RIGHTS, IMPROVEMENT RIGHTS, RENEWAL RIGHTS AND INDEMNIFICATION
RIGHTS AND ANY SUBSTITUTIONS, REPLACEMENTS, IMPROVEMENTS, ERROR CORRECTIONS,
UPDATES AND NEW VERSIONS OF ANY OF THE FOREGOING ("COMPUTER SOFTWARE");
(V)
ALL CONFIDENTIAL AND PROPRIETARY INFORMATION, INCLUDING,
WITHOUT LIMITATION, KNOW-HOW, TRADE SECRETS, MANUFACTURING AND PRODUCTION
PROCESSES AND TECHNIQUES, INVENTIONS, RESEARCH AND DEVELOPMENT INFORMATION,
DATABASES AND DATA, INCLUDING, WITHOUT LIMITATION, TECHNICAL DATA, FINANCIAL,
MARKETING AND BUSINESS DATA, PRICING AND COST INFORMATION, BUSINESS AND
MARKETING PLANS AND CUSTOMER AND SUPPLIER LISTS AND INFORMATION (COLLECTIVELY,
"TRADE SECRETS"), AND ALL OTHER INTELLECTUAL, INDUSTRIAL AND INTANGIBLE PROPERTY
OF ANY TYPE, INCLUDING, WITHOUT LIMITATION, INDUSTRIAL DESIGNS AND MASK WORKS;
(VI)
ALL REGISTRATIONS AND APPLICATIONS FOR REGISTRATION FOR ANY OF
THE FOREGOING, TOGETHER WITH ALL REISSUES, DIVISIONS, CONTINUATIONS,
CONTINUATIONS-IN-PART, EXTENSIONS, RENEWALS AND REEXAMINATIONS THEREOF;
(VII)
ALL TANGIBLE EMBODIMENTS OF THE FOREGOING, ALL RIGHTS IN THE
FOREGOING PROVIDED BY INTERNATIONAL TREATIES OR CONVENTIONS, ALL RIGHTS
CORRESPONDING THERETO THROUGHOUT THE WORLD AND ALL OTHER RIGHTS