following:
(a) all trademarks (including
service marks), trade names, trade dress, and trade styles and the registrations
and applications for registration thereof and the goodwill of the business
symbolized by the foregoing; (b) all licenses of the foregoing, whether as
licensee or licensor; (c) all renewals of the foregoing; (d) all income,
royalties, damages, and payments now or hereafter due or payable with respect
thereto, including, without limitation, damages, claims, and payments for past
and future infringements thereof; (e) all rights to sue for past, present, and
future infringements of the foregoing, including the right to settle suits
involving claims and demands for royalties owing; and (f) all rights
corresponding to any of the foregoing throughout the world.
The foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.
ARTICLE II
GRANT OF SECURITY INTEREST
Thee Grantor hereby pledges, collaterally assigns and grants to Secured Party, a
security interest in all of the Grantor's right, title and interest, whether now
owned or hereafter acquired,
5
in and to the Collateral to secure the prompt and complete payment and
performance of the Secured Obligations.
For the avoidance of doubt, the grant
of a security interest herein shall not be deemed to be an assignment of any
intellectual property rights owned by the Grantor.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Grantor represents and warrants to Secured Party as of the date hereof,
that:
3.1.
TITLE, AUTHORIZATION, VALIDITY AND
ENFORCEABILITY.
THE GRANTOR HAS GOOD AND VALID RIGHTS IN OR THE POWER TO
TRANSFER THE COLLATERAL OWNED BY IT AND TITLE TO THE COLLATERAL WITH RESPECT TO
WHICH IT HAS PURPORTED TO GRANT A SECURITY INTEREST HEREUNDER, FREE AND CLEAR OF
ALL LIENS EXCEPT FOR PERMITTED LIENS, AND HAS FULL CORPORATE POWER AND AUTHORITY
TO GRANT TO SECURED PARTY THE SECURITY INTEREST IN SUCH COLLATERAL PURSUANT
HERETO.
THE EXECUTION AND DELIVERY BY THE GRANTOR OF THIS SECURITY AGREEMENT
HAVE BEEN DULY AUTHORIZED BY PROPER CORPORATE PROCEEDINGS, AND THIS SECURITY
AGREEMENT CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE GRANTOR AND
CREATES A SECURITY INTEREST WHICH IS ENFORCEABLE AGAINST THE GRANTOR IN ALL
COLLATERAL IT NOW OWNS OR HEREAFTER ACQUIRES, EXCEPT AS ENFORCEABILITY MAY BE
LIMITED BY (I) BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION OR
SIMILAR LAWS RELATING TO OR AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY, (II) GENERAL EQUITABLE PRINCIPLES (WHETHER CONSIDERED IN A PROCEEDING
IN EQUITY OR AT LAW), AND (III) REQUIREMENTS OF REASONABLENESS, GOOD FAITH AND
FAIR DEALING.
WHEN FINANCING STATEMENTS HAVE BEEN FILED IN THE APPROPRIATE
OFFICES AGAINST THE GRANTOR IN THE LOCATIONS LISTED IN EXHIBIT "E", THE SECURED
PARTY WILL HAVE A FULLY PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE
COLLATERAL OWNED BY THE GRANTOR IN WHICH A SECURITY INTEREST MAY BE PERFECTED BY
FILING OF A FINANCING STATEMENT UNDER THE DELAWARE UCC, SUBJECT ONLY TO
PERMITTED LIENS.
3.2.
CONFLICTING LAWS AND CONTRACTS.
NEITHER THE
EXECUTION AND DELIVERY BY THE GRANTOR OF THIS SECURITY AGREEMENT, THE CREATION
AND PERFECTION OF THE SECURITY