OF ANY KIND
WHATSOEVER OF SUCH GRANTOR ACCRUING THEREUNDER OR PERTAINING THERETO;
(VIII)
ALL AGREEMENTS, PERMITS, CONSENTS, ORDERS AND FRANCHISES RELATING
TO THE LICENSE, DEVELOPMENT, USE OR DISCLOSURE OF ANY OF THE FOREGOING TO WHICH
SUCH GRANTOR, NOW OR HEREAFTER, IS A PARTY OR A BENEFICIARY ("IP AGREEMENTS");
AND
(IX)
ANY AND ALL CLAIMS FOR DAMAGES AND INJUNCTIVE RELIEF FOR PAST,
PRESENT AND FUTURE INFRINGEMENT, DILUTION, MISAPPROPRIATION, VIOLATION, MISUSE
OR BREACH WITH RESPECT TO ANY OF THE FOREGOING, WITH THE RIGHT, BUT NOT THE
OBLIGATION, TO SUE FOR AND COLLECT, OR OTHERWISE RECOVER, SUCH DAMAGES;
(H)
ALL COMMERCIAL TORT CLAIMS, INCLUDING THE COMMERCIAL TORT
CLAIMS DESCRIBED IN SCHEDULE III HERETO (IF ANY);
4
(I)
ALL BOOKS AND RECORDS (INCLUDING, WITHOUT LIMITATION,
CUSTOMER LISTS, CREDIT FILES, PRINTOUTS AND OTHER COMPUTER OUTPUT MATERIALS AND
RECORDS) OF SUCH GRANTOR PERTAINING TO ANY OF THE COLLATERAL;
(J)
IMPAIRMENT PROCEEDS; AND
(K)
ALL PROCEEDS OF, COLLATERAL FOR, INCOME, ROYALTIES AND OTHER
PAYMENTS NOW OR HEREAFTER DUE AND PAYABLE WITH RESPECT TO, AND SUPPORTING
OBLIGATIONS RELATING TO, ANY AND ALL OF THE COLLATERAL (INCLUDING, WITHOUT
LIMITATION, PROCEEDS, COLLATERAL AND SUPPORTING OBLIGATIONS THAT CONSTITUTE
PROPERTY OF THE TYPES DESCRIBED IN CLAUSES (A) THROUGH (I) OF THIS SECTION 1)
AND, TO THE EXTENT NOT OTHERWISE INCLUDED, ALL (A) PAYMENTS UNDER INSURANCE
(WHETHER OR NOT THE COLLATERAL AGENT IS THE LOSS PAYEE THEREOF), OR ANY
INDEMNITY, WARRANTY OR GUARANTY, PAYABLE BY REASON OF LOSS OR DAMAGE TO OR
OTHERWISE WITH RESPECT TO ANY OF THE FOREGOING COLLATERAL, AND (B) CASH.
SECTION 2.
SECURED OBLIGATIONS.
This Security Agreement secures the payment of all Obligations now or
hereafter existing under the Loan Documents, whether direct or indirect,
absolute or contingent, and whether for principal, reimbursement obligations,
interest, fees, premiums, penalties, indemnifications, contract causes of
action, costs, expenses or otherwise (all such obligations collectively herein
called the "Secured Obligations").
Without limiting the generality of the
foregoing, this Security Agreement secures the payment of all amounts that
constitute part of the Secured Obligations and would be owed by any Grantor to
any Secured Party under the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving any Grantor.
SECTION 3.
GRANTORS REMAINS LIABLE.
Anything herein to the contrary notwithstanding, (a) each Grantor shall remain
liable under any Assigned Agreements to which it is a party to the extent set
forth therein and shall perform all of its duties and obligations thereunder to
the same extent as if this Security Agreement had not been executed, (b) the
exercise by the Collateral Agent of any of the rights hereunder shall not
release any Grantor from any of its duties or obligations under any such
Assigned Agreements and (c) no Secured Party shall have any obligation or
liability under the Assigned Agreements by reason of this Security Agreement or
any other Loan Document, nor shall any Secured Party be obligated to perform any
of the obligations or duties of any