limitation, all Trademark Licenses
described in Schedule II hereto).
"Trademarks" means all domestic and foreign trademarks, service marks,
collective marks, certification marks, trade names, business names, d/b/a's,
Internet domain names, trade styles, designs, logos and other source or business
identifiers and all general
3
intangibles of like nature, now or hereafter owned, adopted, acquired or used by
any Grantor (including, without limitation, all domestic and foreign trademarks,
service marks, collective marks, certification marks, trade names, business
names, d/b/a's, Internet domain names, trade styles, designs, logos and other
source or business identifiers described in Schedule II hereto), all
applications, registrations and recordings thereof (including, without
limitation, applications, registrations and recordings in the United States
Patent and Trademark Office or in any similar office or agency of the United
States, any state thereof or any other country or any political subdivision
thereof), and all reissues, extensions or renewals thereof, together with all
goodwill of the business symbolized by such marks and all customer lists,
formulae and other Records of any Grantor relating to the distribution of
products and services in connection with which any of such marks are used.
SECTION 2.
GRANT OF SECURITY INTEREST.
AS
COLLATERAL SECURITY FOR ALL OF THE "OBLIGATIONS" (AS DEFINED IN SECTION 3
HEREOF), EACH GRANTOR HEREBY PLEDGES AND ASSIGNS TO THE COLLATERAL AGENT FOR THE
BENEFIT OF THE BUYERS, AND GRANTS TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE
BUYERS A CONTINUING SECURITY INTEREST IN, ALL PERSONAL PROPERTY OF SUCH GRANTOR,
WHEREVER LOCATED AND WHETHER NOW OR HEREAFTER EXISTING AND WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, OF EVERY KIND AND DESCRIPTION, TANGIBLE OR INTANGIBLE
(COLLECTIVELY, THE "COLLATERAL"), INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
(A)
ALL ACCOUNTS;
(B)
ALL CHATTEL PAPER (WHETHER TANGIBLE OR
ELECTRONIC);
(C)
THE COMMERCIAL TORT CLAIMS SPECIFIED ON
SCHEDULE VI HERETO;
(D)
ALL DEPOSIT ACCOUNTS (INCLUDING, WITHOUT
LIMITATION, ALL CASH, AND ALL OTHER PROPERTY FROM TIME TO TIME DEPOSITED THEREIN
AND THE MONIES AND PROPERTY IN THE POSSESSION OR UNDER THE CONTROL OF THE
COLLATERAL AGENT OR BUYER OR ANY AFFILIATE, REPRESENTATIVE, AGENT OR
CORRESPONDENT OF THE COLLATERAL AGENT OR BUYER;
(E)
ALL DOCUMENTS;
(F)
ALL EQUIPMENT;
(G)
ALL FIXTURES;
(H)
ALL GENERAL INTANGIBLES (INCLUDING, WITHOUT
LIMITATION, ALL PAYMENT INTANGIBLES);
(I)
ALL GOODS;
(J)
ALL INSTRUMENTS (INCLUDING, WITHOUT
LIMITATION, PROMISSORY NOTES AND EACH CERTIFICATED SECURITY);
(K)
ALL INVENTORY;
(L)
ALL INVESTMENT PROPERTY;
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(M)
ALL COPYRIGHTS, PATENTS AND TRADEMARKS, AND
ALL LICENSES;
(N)
ALL LETTER-OF-CREDIT RIGHTS;
(O)
ALL SUPPORTING OBLIGATIONS;
(P)
ALL OTHER TANGIBLE AND INTANGIBLE PERSONAL
PROPERTY OF SUCH GRANTOR (WHETHER OR NOT SUBJECT TO THE CODE), INCLUDING,
WITHOUT LIMITATION, ALL BANK AND OTHER ACCOUNTS AND ALL CASH AND ALL INVESTMENTS
THEREIN, ALL PROCEEDS, PRODUCTS, OFFSPRING, ACCESSIONS, RENTS, PROFITS, INCOME,
BENEFITS, SUBSTITUTIONS AND REPLACEMENTS OF AND TO ANY OF THE PROPERTY OF SUCH
GRANTOR DESCRIBED IN THE PRECEDING CLAUSES OF THIS SECTION 2 (INCLUDING, WITHOUT
LIMITATION, ANY PROCEEDS OF INSURANCE THEREON AND ALL CAUSES OF ACTION, CLAIMS
AND WARRANTIES NOW OR HEREAFTER HELD BY SUCH GRANTOR IN RESPECT OF ANY