to be made to each
Assignor and other benefits accruing to each Assignor, the receipt and
sufficiency of which are hereby acknowledged, each Assignor hereby makes the
following representations and warranties to the Collateral Agent for the benefit
of the Secured Parties and hereby covenants and agrees with the Collateral Agent
for the benefit of the Secured Parties as follows:
ARTICLE I
SECURITY INTERESTS
SECTION 1.1.
GRANT OF SECURITY INTERESTS.
(A)
AS COLLATERAL SECURITY FOR THE PROMPT AND COMPLETE PAYMENT AND
PERFORMANCE WHEN DUE BY EACH ASSIGNOR OF ALL OF SUCH ASSIGNOR'S OBLIGATIONS, AND
TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THE CREDIT
AGREEMENT AND TO MAKE THE LOANS AND PROVIDE THE OTHER FINANCIAL ACCOMMODATIONS
TO BORROWER CONTEMPLATED THEREIN, EACH SUCH ASSIGNOR DOES HEREBY GRANT, PLEDGE,
ASSIGN AND TRANSFER UNTO THE COLLATERAL AGENT, AND DOES HEREBY GRANT TO THE
COLLATERAL AGENT, IN ITS CAPACITY AS COLLATERAL AGENT HEREUNDER, SUBJECT TO
2
SECTION 1.2, A CONTINUING SECURITY INTEREST IN ALL OF THE RIGHT, TITLE AND
INTEREST OF SUCH ASSIGNOR IN, TO AND UNDER ALL OF THE FOLLOWING, WHETHER NOW
EXISTING OR HEREAFTER FROM TIME TO TIME ACQUIRED OR CREATED: (I) ALL CASH,
ACCOUNTS, DEPOSIT ACCOUNTS, INVESTMENT PROPERTY, SECURITIES ACCOUNTS, DEPOSITS,
SECURITIES AND INSURANCE POLICIES NOW OR AT ANY TIME HEREAFTER IN THE POSSESSION
OR UNDER CONTROL OF SUCH ASSIGNOR OR ITS RESPECTIVE BAILEES AND ANY INTEREST
THEREIN, (II) EACH AND EVERY RECEIVABLE, (III) ALL CONTRACTS, TOGETHER WITH ALL
CONTRACT RIGHTS ARISING THEREUNDER, AND ALL EQUITY AND DEBT SECURITIES AND OTHER
INTERESTS IN ANY AND ALL UNRESTRICTED SUBSIDIARIES, (IV) ALL INVENTORY, (V) ANY
CASH COLLATERAL ACCOUNT ESTABLISHED WITH RESPECT TO SUCH ASSIGNOR AND ALL
MONIES, SECURITIES AND INSTRUMENTS DEPOSITED OR REQUIRED TO BE DEPOSITED IN SUCH
CASH COLLATERAL ACCOUNT, (VI) ALL EQUIPMENT, (VII) ALL MARKS, TOGETHER WITH THE
REGISTRATIONS AND RIGHT TO ALL RENEWALS THEREOF, AND THE GOODWILL OF THE
BUSINESS OF SUCH ASSIGNOR SYMBOLIZED BY THE MARKS, (VIII) ALL PATENTS AND
COPYRIGHTS, AND ALL REISSUES, RENEWALS OR EXTENSIONS THEREOF, (IX) ALL COMPUTER
PROGRAMS AND ALL INTELLECTUAL PROPERTY RIGHTS THEREIN AND ALL OTHER PROPRIETARY
INFORMATION, INCLUDING, BUT NOT LIMITED TO, TRADE SECRETS, (X) ALL VEHICLES,
AIRCRAFT, VESSELS, BARGES, RAILCARS, ROLLING STOCK AND FIXTURES, TOGETHER WITH
ACCESSIONS THERETO AND REPLACEMENT PARTS THEREFOR, (XI) (A) ALL INTERCOMPANY
NOTES DESCRIBED IN SCHEDULE B (AS IT MAY, FROM TIME TO TIME, BE SUPPLEMENTED IN
ACCORDANCE WITH THE TERMS HEREOF), ALL OTHER INTERCOMPANY NOTES AND ALL OTHER
PROMISSORY NOTES WHICH ARE PLEDGED TO THE COLLATERAL AGENT OR OTHERWISE BECOME A
PART OF THE COLLATERAL; (B) ALL SHARES OF CAPITAL STOCK DESCRIBED IN SCHEDULE C
(AS IT MAY, FROM TIME TO TIME, BE SUPPLEMENTED IN ACCORDANCE WITH THE TERMS
HEREOF) AND ALL OTHER SHARES OF CAPITAL STOCK OR OTHER EQUITY INTERESTS; AND (C)
ALL STOCK RIGHTS, (XII) ALL BOOKS AND RECORDS, CUSTOMER LISTS, LEDGER CARDS,
CREDIT FILES, PRINT-OUTS, AND OTHER MATERIALS AND RECORDS PERTAINING TO ANY OF
THE FOREGOING, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, (XIII) ALL OTHER GOODS,
GENERAL INTANGIBLES, CHATTEL PAPER,