ARE REASONABLY INCIDENTAL THERETO, AND
(II) HOLD THE COLLATERAL FOR THE PRO RATA BENEFIT OF THE PURCHASERS, SUBJECT TO
THE TERMS AND CONDITIONS OF THE NOTE PURCHASE AGREEMENT, THIS AGREEMENT AND THE
LOAN DOCUMENTS.
4.
IT IS A CONDITION PRECEDENT TO THE OBLIGATION OF THE PURCHASERS
TO PURCHASE THE NOTES AS PROVIDED IN THE NOTE PURCHASE AGREEMENT THAT THE
BORROWERS SHALL HAVE GRANTED THE SECURITY INTEREST CONTEMPLATED BY THIS SECURITY
AGREEMENT.
NOW, THEREFORE, in consideration of the premises and in order to induce the
Purchasers to purchase the Notes as provided in the Note Purchase Agreement, the
Borrowers and the Collateral Agent hereby agree as follows:
SECTION 1.
Grant of Security.
Each Borrower hereby grants to the
Collateral Agent, as agent for the Purchasers and for the ratable benefit of
each Purchaser, a security interest in and lien on all of such Borrower's right,
title and interest in and to all of such Borrower's assets, including but not
limited to all of the following, whether now owned or hereafter acquired or
existing (the "Collateral"):
(A)
ALL MACHINERY, FURNISHINGS, FIXTURES, SERVICE VEHICLES, SUPPLIES AND
OTHER EQUIPMENT, TOGETHER WITH ALL ATTACHMENTS, COMPONENTS, PARTS AND
ACCESSORIES INSTALLED THEREON OR AFFIXED THERETO ("EQUIPMENT");
(B)
ALL GOODS HELD FOR SALE OR LEASE OR TO BE FURNISHED UNDER CONTRACTS OF
SERVICE, AND ALL ADDITIONS, SUBSTITUTIONS AND REPLACEMENTS THEREOF, WHEREVER
LOCATED, TOGETHER WITH ALL GOODS AND MATERIALS USED OR USABLE IN MANUFACTURING,
PROCESSING, PACKAGING OR SHIPPING SAME; IN ALL STAGES OF PRODUCTION, FROM RAW
MATERIALS THROUGH WORK-IN-PROCESS TO FINISHED GOODS ("INVENTORY");
(C)
ALL OTHER GOODS, OF ANY NATURE WHATSOEVER;
(D)
ALL (I) (A) RIGHTS TO PAYMENT FOR GOODS SOLD OR SERVICES RENDERED BY
SUCH BORROWER, INCLUDING ALL ACCOUNTS ARISING FROM SALES OR RENDITION OF
SERVICES MADE UNDER ANY OF SUCH BORROWER'S NAMES, TRADE NAMES OR STYLES OR
THROUGH ANY OF SUCH BORROWER'S PROPERTIES OR DIVISIONS, REGARDLESS OF HOW SUCH
RIGHT IS EVIDENCED, WHETHER SECURED OR UNSECURED (AND WHETHER OR NOT
SPECIFICALLY LISTED ON SCHEDULES FURNISHED TO THE COLLATERAL AGENT) ("ACCOUNTS
RECEIVABLE"), AND (B) OTHER ACCOUNTS; (II) UNPAID SELLER'S RIGHTS (INCLUDING
RIGHTS OF RESCISSION, REPLEVIN, RECLAMATION AND STOPPAGE IN TRANSIT) RELATING TO
THE FOREGOING OR ARISING THEREFROM; (III) RIGHTS TO ANY GOODS REPRESENTED BY ANY
OF THE FOREGOING, INCLUDING RIGHTS TO RETURNED OR REPOSSESSED GOODS;
(IV) RESERVES AND CREDIT BALANCES ARISING UNDER ANY OF THE FOREGOING;
(V) GUARANTEES, LETTERS OF CREDIT, COLLATERAL OR OTHER SUPPORTING OBLIGATIONS
SUPPORTING OR SECURING ANY OF THE FOREGOING; AND (VI) INSURANCE POLICIES OR
RIGHTS RELATING TO ANY OF THE FOREGOING (COLLECTIVELY, INCLUDING ACCOUNTS
RECEIVABLE, THE "ACCOUNTS");
(E)
ALL (I) INSTRUMENTS, (II) DOCUMENTS, (III) CONTRACT RIGHTS,
(IV) CHATTEL PAPER, (V) LETTERS OF CREDIT, (VI) LETTER-OF-CREDIT RIGHTS,
(VII) CLAIMS AND CAUSES OF ACTION AGAINST ANY OTHER PERSON, HOWEVER ARISING, AND
(VIII) GENERAL INTANGIBLES, WHETHER OR NOT FOR THE PAYMENT OF MONEY, INCLUDING,
BUT NOT LIMITED TO, ALL (A) RIGHTS TO TAX REFUNDS OR OTHER PAYMENTS OF EVERY
KIND OR NATURE, INCLUDING RIGHTS TO THE PAYMENT OF LETTERS OF CREDIT;
(B) COPYRIGHTS, RIGHTS IN OR