(A)
AS SECURITY FOR THE PAYMENT OR
PERFORMANCE, AS THE CASE MAY BE, IN FULL OF THE SECURED OBLIGATIONS, EACH
GRANTOR HEREBY ASSIGNS AND PLEDGES TO THE ADMINISTRATIVE AGENT, ITS SUCCESSORS
AND PERMITTED ASSIGNS, FOR THE BENEFIT OF THE SECURED PARTIES, AND HEREBY GRANTS
TO THE ADMINISTRATIVE AGENT, ITS SUCCESSORS AND PERMITTED ASSIGNS, FOR THE
BENEFIT OF THE SECURED PARTIES, A SECURITY INTEREST (THE "SECURITY INTEREST")
IN, ALL RIGHT, TITLE OR INTEREST IN OR TO ANY AND ALL OF THE FOLLOWING ASSETS
AND PROPERTIES NOW OWNED OR AT ANY TIME HEREAFTER ACQUIRED BY SUCH GRANTOR OR IN
WHICH SUCH GRANTOR NOW HAS OR AT ANY TIME IN THE FUTURE MAY ACQUIRE ANY RIGHT,
TITLE OR INTEREST (COLLECTIVELY, THE "ARTICLE 9 COLLATERAL"):
(I)
ALL ACCOUNTS;
(II)
ALL CHATTEL PAPER;
(III)
ALL CASH AND DEPOSIT ACCOUNTS;
(IV)
ALL DOCUMENTS;
(V)
ALL EQUIPMENT;
(VI)
ALL GENERAL INTANGIBLES;
(VII)
ALL INSTRUMENTS;
(VIII)
ALL INVENTORY;
(IX)
ALL INVESTMENT PROPERTY;
(X)
ALL LETTER-OF-CREDIT RIGHTS;
(XI)
ALL COMMERCIAL TORT CLAIMS SPECIFIED ON SCHEDULE IV HERETO;
(XII)
ALL BOOKS AND RECORDS PERTAINING TO THE ARTICLE 9 COLLATERAL; AND
(XIII)
TO THE EXTENT NOT OTHERWISE INCLUDED, ALL PROCEEDS AND PRODUCTS OF ANY AND ALL
OF THE FOREGOING AND ALL
COLLATERAL SECURITY AND GUARANTEES GIVEN BY ANY PERSON WITH RESPECT TO ANY OF
THE FOREGOING;
provided, however, that notwithstanding the foregoing, this Agreement shall not
constitute a grant of security interest in more than 65% (or such greater
percentage that, due to a change in applicable law after the date hereof,
(A) could not reasonably be expected to cause the undistributed earnings of such
Foreign Subsidiary as determined for U.S. Federal income tax purposes to be
treated as a deemed dividend to such Foreign Subsidiary's U.S. parent and
(B) could not reasonably be expected to cause any material
11
adverse tax consequences) of the issued and outstanding Equity Interests
entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) or any
successor regulation) of any Foreign Subsidiary.
(B)
EACH GRANTOR HEREBY IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE AGENT AT ANY
TIME AND FROM TIME TO TIME TO FILE IN ANY RELEVANT JURISDICTION ANY INITIAL
FINANCING STATEMENTS (INCLUDING FIXTURE FILINGS) WITH RESPECT TO THE ARTICLE 9
COLLATERAL OR ANY PART THEREOF AND AMENDMENTS THERETO AND CONTINUATIONS THEREOF
THAT (I) INDICATE THE COLLATERAL AS ALL ASSETS OF SUCH GRANTOR OR WORDS OF
SIMILAR EFFECT AS BEING OF AN EQUAL OR LESSER SCOPE OR WITH GREATER DETAIL AND
(II) CONTAIN THE INFORMATION REQUIRED BY ARTICLE 9 OF THE UNIFORM COMMERCIAL
CODE OF EACH APPLICABLE JURISDICTION FOR THE FILING OF ANY FINANCING STATEMENT
OR AMENDMENT, INCLUDING (A) WHETHER SUCH GRANTOR IS AN ORGANIZATION, THE TYPE OF
ORGANIZATION AND ANY ORGANIZATIONAL IDENTIFICATION NUMBER ISSUED TO SUCH GRANTOR
AND (B) IN THE CASE OF A FINANCING STATEMENT FILED AS A FIXTURE FILING OR
COVERING ARTICLE 9 COLLATERAL CONSTITUTING MINERALS OR THE LIKE TO BE EXTRACTED
OR TIMBER TO BE CUT, A SUFFICIENT DESCRIPTION OF THE REAL PROPERTY TO WHICH SUCH
ARTICLE 9 COLLATERAL RELATES.
EACH GRANTOR