collectively, with respect to each Pledgor, all
trademarks (including service marks), slogans, logos, certification marks, trade
dress, uniform resource locations (URL's), domain names, corporate names and
trade names, whether registered or unregistered, owned by or assigned to such
Pledgor and all registrations and applications for the foregoing (whether
statutory or common law and whether established or registered in the United
States or any other country or any political subdivision thereof), together with
any and all (i) rights and privileges arising under applicable law with respect
to such Pledgor's use of any trademarks, (ii) reissues, continuations,
extensions and renewals thereof and amendments thereto, (iii) income, fees,
royalties, damages and payments now and hereafter due and/or payable thereunder
and with respect thereto, including damages, claims and payments for past,
present or future infringements thereof, (iv) rights corresponding thereto
throughout the world and (v) rights to sue for past, present and future
infringements thereof.
"Treasury Services Agreement" shall mean any agreement relating to treasury,
depositary and cash management services or automated clearinghouse transfer of
funds.
"UCC" shall mean the Uniform Commercial Code as in effect from time to time in
the State of New York; provided, however, that, at any time, if by reason of
mandatory provisions of law, any or all of the perfection or priority of the
Collateral Agent's and the Secured Parties' security interest in any item or
portion of the Pledged Collateral is governed by the Uniform Commercial Code as
in effect in a jurisdiction other than the State of New York, the term "UCC"
shall mean the Uniform Commercial Code as in effect, at such time, in such other
jurisdiction for purposes of the provisions hereof relating to such perfection
or priority and for purposes of definitions relating to such provisions.
SECTION 1.2.
INTERPRETATION.
THE RULES
OF INTERPRETATION SPECIFIED IN THE CREDIT AGREEMENT SHALL BE APPLICABLE TO THIS
AGREEMENT.
8
SECTION 1.3.
RESOLUTION OF DRAFTING
AMBIGUITIES.
EACH PLEDGOR ACKNOWLEDGES AND AGREES THAT IT WAS REPRESENTED BY
COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY HEREOF, THAT IT AND ITS
COUNSEL REVIEWED AND PARTICIPATED IN THE PREPARATION AND NEGOTIATION HEREOF AND
THAT ANY RULE OF CONSTRUCTION TO THE EFFECT THAT AMBIGUITIES ARE TO BE RESOLVED
AGAINST THE DRAFTING PARTY (I.E., THE COLLATERAL AGENT) SHALL NOT BE EMPLOYED IN
THE INTERPRETATION HEREOF.
SECTION 1.4.
PERFECTION CERTIFICATE.
THE COLLATERAL AGENT AND EACH SECURED PARTY AGREE THAT THE PERFECTION
CERTIFICATE AND ALL DESCRIPTIONS OF PLEDGED COLLATERAL, SCHEDULES, AMENDMENTS
AND SUPPLEMENTS THERETO ARE AND SHALL AT ALL TIMES REMAIN A PART OF THIS
AGREEMENT.
ARTICLE II
GRANT OF SECURITY AND SECURED OBLIGATIONS
SECTION 2.1.
GRANT OF SECURITY
INTEREST.
AS COLLATERAL SECURITY FOR THE PAYMENT AND PERFORMANCE IN FULL OF ALL
THE SECURED OBLIGATIONS, EACH PLEDGOR HEREBY PLEDGES AND GRANTS TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, A LIEN ON AND SECURITY
INTEREST IN ALL OF THE RIGHT, TITLE AND INTEREST OF SUCH PLEDGOR IN, TO AND
UNDER THE FOLLOWING PROPERTY, WHEREVER LOCATED, AND WHETHER NOW EXISTING OR
HEREAFTER