registrations and
registration applications in the United States Patent and Trademark Office, any
State of the United States, Canada or any Province of Canada, and all extensions
or renewals thereof, including those listed on Schedule V, (b) all goodwill
associated therewith or symbolized thereby and (c) all other assets, rights and
interests that uniquely reflect or embody such goodwill.
SECTION 1.03.
RULES OF INTERPRETATION.
THE RULES OF INTERPRETATION SPECIFIED
IN SECTION 1.03 OF THE CREDIT AGREEMENT SHALL BE APPLICABLE TO THIS AGREEMENT.
ARTICLE II
SECURITY INTEREST
SECTION 2.01.
SECURITY INTEREST.
(A)
EACH GRANTOR HEREBY BARGAINS, SELLS,
CONVEYS, ASSIGNS, SETS OVER, MORTGAGES, PLEDGES, HYPOTHECATES AND TRANSFERS TO
THE COLLATERAL AGENT, AND HEREBY GRANTS TO THE COLLATERAL AGENT, FOR THE RATABLE
BENEFIT OF THE SECURED PARTIES, A SECURITY INTEREST (THE "SECURITY INTEREST") IN
ALL OF THE FOLLOWING PROPERTY NOW OWNED OR HEREAFTER ACQUIRED BY SUCH GRANTOR OR
IN WHICH SUCH GRANTOR NOW HAS OR AT ANY TIME IN FUTURE MAY ACQUIRE ANY RIGHT,
TITLE OR INTEREST (COLLECTIVELY, THE "COLLATERAL"), AS COLLATERAL SECURITY FOR
THE PROMPT AND COMPLETE PAYMENT AND PERFORMANCE WHEN DUE (WHETHER AT THE STATED
MATURITY, BY ACCELERATION OR OTHERWISE) OF THE OBLIGATIONS:
(I)
ALL ACCOUNTS RECEIVABLE;
(II)
ALL CHATTEL PAPER;
(III)
ALL DEPOSIT ACCOUNTS;
(IV)
ALL DOCUMENTS;
(V)
ALL EQUIPMENT;
8
(VI)
ALL GENERAL INTANGIBLES;
(VII)
ALL INSTRUMENTS;
(VIII)
ALL INVENTORY;
(IX)
ALL CASH AND CASH ACCOUNTS;
(X)
ALL INVESTMENT PROPERTY;
(XI)
ALL BOOKS AND RECORDS PERTAINING TO THE COLLATERAL;
(XII)
ALL FIXTURES;
(XIII)
ALL LETTER-OF-CREDIT RIGHTS;
(XIV)
ALL COMMERCIAL TORT CLAIMS LISTED ON SCHEDULE VI HERETO; AND
(XV)
TO THE EXTENT NOT OTHERWISE INCLUDED, ALL PROCEEDS AND PRODUCTS OF ANY AND
ALL OF THE FOREGOING, PROVIDED, HOWEVER, THAT COLLATERAL SHALL NOT INCLUDE WITH
RESPECT TO ANY GRANTOR, ANY ITEM OF PROPERTY TO THE EXTENT THE GRANT BY SUCH
GRANTOR OF A SECURITY INTEREST PURSUANT TO THIS AGREEMENT IN SUCH GRANTOR'S
RIGHT, TITLE AND INTEREST IN SUCH ITEM OF PROPERTY IS PROHIBITED BY AN
APPLICABLE ENFORCEABLE CONTRACTUAL OBLIGATION (INCLUDING BUT NOT LIMITED TO A
CAPITAL LEASE OBLIGATION) OR REQUIREMENT OF LAW OR WOULD GIVE ANY OTHER PERSON
THE ENFORCEABLE RIGHT TO TERMINATE ITS OBLIGATIONS WITH RESPECT TO SUCH ITEM OF
PROPERTY AND PROVIDED, FURTHER, THAT THE LIMITATION IN THE FOREGOING PROVISO
SHALL NOT AFFECT, LIMIT, RESTRICT OR IMPAIR THE GRANT BY ANY GRANTOR OF A
SECURITY INTEREST PURSUANT TO THIS AGREEMENT IN ANY MONEY OR OTHER AMOUNTS DUE
OR TO BECOME DUE UNDER ANY ACCOUNT, CONTRACT, AGREEMENT OR GENERAL INTANGIBLE.
(B)
EACH GRANTOR HEREBY IRREVOCABLY AUTHORIZES THE COLLATERAL AGENT, IN
ACCORDANCE WITH, AND TO THE EXTENT CONSISTENT WITH, THE INTERCREDITOR AGREEMENT,
AT ANY TIME AND FROM TIME TO TIME TO FILE IN ANY RELEVANT JURISDICTION ANY
INITIAL FINANCING STATEMENTS WITH RESPECT TO THE COLLATERAL OR ANY PART THEREOF
AND AMENDMENTS THERETO THAT INDICATE THE COLLATERAL AS ALL ASSETS OF SUCH
GRANTOR, OR WORDS OF SIMILAR EFFECT, OR AS BEING OF AN EQUAL OR LESSER SCOPE OR
WITH GREATER DETAIL, AND THAT CONTAIN THE INFORMATION REQUIRED BY ARTICLE 9 OF