ALL INVESTMENT PROPERTY;
(M)
ALL COPYRIGHTS, PATENTS AND TRADEMARKS, AND ALL LICENSES;
(N)
ALL LETTER-OF-CREDIT RIGHTS;
(O)
ALL SUPPORTING OBLIGATIONS;
(P)
ALL OTHER TANGIBLE AND INTANGIBLE PERSONAL PROPERTY OF SUCH
GRANTOR (WHETHER OR NOT SUBJECT TO THE CODE), INCLUDING, WITHOUT LIMITATION, ALL
BANK AND OTHER ACCOUNTS AND ALL CASH AND ALL INVESTMENTS THEREIN, ALL PROCEEDS,
PRODUCTS, OFFSPRING, ACCESSIONS, RENTS, PROFITS, INCOME, BENEFITS, SUBSTITUTIONS
AND REPLACEMENTS OF AND TO ANY OF THE PROPERTY OF SUCH GRANTOR DESCRIBED IN THE
PRECEDING CLAUSES OF THIS SECTION 2 (INCLUDING, WITHOUT LIMITATION, ANY PROCEEDS
OF INSURANCE THEREON AND ALL CAUSES OF ACTION, CLAIMS AND WARRANTIES NOW OR
HEREAFTER HELD BY SUCH GRANTOR IN RESPECT OF ANY OF THE ITEMS LISTED ABOVE), AND
ALL BOOKS, CORRESPONDENCE, FILES AND OTHER RECORDS, INCLUDING, WITHOUT
LIMITATION, ALL TAPES, DESKS, CARDS, SOFTWARE, DATA AND COMPUTER PROGRAMS IN THE
POSSESSION OR UNDER THE CONTROL OF SUCH GRANTOR OR ANY OTHER PERSON FROM TIME TO
TIME ACTING FOR SUCH GRANTOR THAT AT ANY TIME EVIDENCE OR CONTAIN INFORMATION
RELATING TO ANY OF THE PROPERTY DESCRIBED IN THE PRECEDING CLAUSES OF THIS
SECTION 2 OR ARE OTHERWISE NECESSARY OR HELPFUL IN THE COLLECTION OR REALIZATION
THEREOF; AND
(Q)
ALL PROCEEDS, INCLUDING ALL CASH PROCEEDS AND NONCASH PROCEEDS,
AND PRODUCTS OF ANY AND ALL OF THE FOREGOING COLLATERAL;
IN EACH CASE HOWSOEVER SUCH GRANTOR'S INTEREST THEREIN MAY ARISE OR APPEAR
(WHETHER BY OWNERSHIP, SECURITY INTEREST, CLAIM OR OTHERWISE).
SECTION 3.
SECURITY FOR OBLIGATIONS.
THE SECURITY INTEREST CREATED HEREBY IN
THE COLLATERAL CONSTITUTES CONTINUING COLLATERAL SECURITY FOR ALL OF THE
FOLLOWING OBLIGATIONS, WHETHER NOW EXISTING OR HEREAFTER INCURRED (COLLECTIVELY,
THE "OBLIGATIONS"):
(A)
THE PAYMENT BY ANSWERS, AS AND WHEN DUE AND PAYABLE (BY SCHEDULED
MATURITY, REQUIRED PREPAYMENT, ACCELERATION, DEMAND OR OTHERWISE), OF ALL
AMOUNTS FROM TIME TO TIME OWING BY IT IN RESPECT OF THE SECURITIES PURCHASE
AGREEMENT, THE NOTES AND THE OTHER "TRANSACTION DOCUMENTS" (AS DEFINED IN THE
SECURITIES PURCHASE AGREEMENT), INCLUDING, WITHOUT LIMITATION, (A) ALL PRINCIPAL
OF AND INTEREST ON THE NOTES (INCLUDING, WITHOUT LIMITATION, ALL INTEREST THAT
ACCRUES AFTER THE COMMENCEMENT OF ANY INSOLVENCY PROCEEDING OF ANY GRANTOR,
WHETHER OR NOT THE PAYMENT OF SUCH INTEREST IS UNENFORCEABLE OR IS NOT ALLOWABLE
DUE TO THE EXISTENCE OF SUCH INSOLVENCY PROCEEDING), AND (B) ALL FEES,
COMMISSIONS, EXPENSE REIMBURSEMENTS, INDEMNIFICATIONS AND ALL OTHER AMOUNTS DUE
OR TO BECOME DUE UNDER ANY OF THE TRANSACTION DOCUMENTS; AND
(B)
THE DUE PERFORMANCE AND OBSERVANCE BY ANSWERS OF ALL OF ITS OTHER
OBLIGATIONS FROM TIME TO TIME EXISTING IN RESPECT OF ANY OF THE TRANSACTION
DOCUMENTS FOR SO LONG AS THE NOTES ARE OUTSTANDING.
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
EACH GRANTOR REPRESENTS AND
WARRANTS AS FOLLOWS:
(A)
SCHEDULE I HERETO SETS FORTH (I) THE EXACT LEGAL NAME OF SUCH
GRANTOR, AND (II) THE ORGANIZATIONAL IDENTIFICATION NUMBER OF SUCH GRANTOR OR
STATES THAT NO SUCH ORGANIZATIONAL IDENTIFICATION NUMBER EXISTS.
(B)
THERE IS NO PENDING OR WRITTEN NOTICE THREATENING ANY ACTION,
SUIT, PROCEEDING OR CLAIM AFFECTING SUCH GRANTOR BEFORE ANY GOVERNMENTAL
AUTHORITY OR ANY ARBITRATOR, OR ANY ORDER,