mean a country subject to a sanctions program
identified on the list maintained by OFAC and available at
, or as otherwise
published from time to time.
"Sanctioned Person" shall mean (i) a person named on the list of Specially
Designated Nationals or Blocked Persons maintained by OFAC available at
, or as otherwise
published from time to time, or (ii) (A) an agency of the government of a
Sanctioned Country, (B) an organization
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controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned
Country, to the extent subject to a sanctions program administered by OFAC.
"Securities Act" means the Securities Act of 1933, including all amendments
thereto and regulations promulgated thereunder.
"Security Interests" means the security interests granted pursuant to Article
II, as well as all other security interests created or assigned as additional
security for the Obligations pursuant to the provisions of the Credit Agreement.
"Subsidiary Guaranty Agreement" has the meaning assigned thereto in the Credit
Agreement.
"UCC" means the Uniform Commercial Code as in effect in the State of New York,
as amended or modified from time to time.
SECTION 1.3.
OTHER DEFINITIONAL PROVISIONS.
TERMS DEFINED IN THE CREDIT
AGREEMENT AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANING ASSIGNED
THERETO IN THE CREDIT AGREEMENT.
THE WORDS "HEREOF", "HEREIN", "HERETO" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT, AND SECTION AND SCHEDULE REFERENCES ARE TO THIS AGREEMENT UNLESS
OTHERWISE SPECIFIED.
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE
EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
WHERE
THE CONTEXT REQUIRES, TERMS RELATING TO THE COLLATERAL OR ANY PART THEREOF, WHEN
USED IN RELATION TO A GRANTOR, SHALL REFER TO SUCH GRANTOR'S COLLATERAL OR THE
RELEVANT PART THEREOF.
ARTICLE II
SECURITY INTEREST
SECTION 2.1.
GRANT OF SECURITY INTEREST.
(A)
EACH GRANTOR HEREBY GRANTS, PLEDGES AND COLLATERALLY ASSIGNS TO
THE ADMINISTRATIVE AGENT, FOR THE RATABLE BENEFIT OF THE ADMINISTRATIVE AGENT
AND THE LENDERS, A SECURITY INTEREST IN, ALL OF SUCH GRANTOR'S RIGHT, TITLE AND
INTEREST IN THE FOLLOWING PROPERTY 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, AND WHEREVER LOCATED OR DEEMED LOCATED
(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 DEPOSIT ACCOUNTS;
(II)
ALL DOCUMENTS COVERING OR RELATED TO INVENTORY;
(III)
ALL INVENTORY;
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(IV)
ALL INVESTMENT PROPERTY REPRESENTING OWNERSHIP INTERESTS OF ANY
GRANTOR IN THE SUBSIDIARIES OF THE PARENT NOW EXISTING OR HEREAFTER CREATED OR
ACQUIRED (THE "PLEDGED INVESTMENT PROPERTY");
(V)
ALL INVESTMENT PROPERTY CONSISTING OF PROCEEDS OF THE SALE OF
INVENTORY OF ANY GRANTOR WHICH ARE FINANCIAL ASSETS OR WHICH ARE FINANCIAL
ASSETS CREDITED TO A SECURITIES ACCOUNT