Common use of ▇▇▇▇▇ of Security Interest Clause in Contracts

▇▇▇▇▇ of Security Interest. (a) Each Grantor hereby grants to the Lender, a security interest in (and pledges of ownership and other interests, as applicable) all of 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 (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 such Grantor's Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Documents; (d) all Equipment (other than Equipment secured by a Lien permitted pursuant to Sections 8.3(f), 8.3(g), 8.3(h) and 8.3(k) of that certain Credit Agreement dated December 31, 2000 (as amended, restated, refinanced or other modified from time to time) between Borrower and various other financial institutions (together with their respective successors and assigns), and Bank of America, N.A. (the "Credit Agreement"); (e) all General Intangibles; (f) all Instruments; (g) all Intellectual Property; (h) all Inventory; (i) all Pledged Securities; (j) all books and records pertaining to the Collateral; and (k) 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. Notwithstanding the foregoing to the contrary, Collateral shall not include ownership or other interests in the Persons listed in Schedule I hereto, property which is subject to an agreement that expressly prohibits the granting of a Lien that is permitted under Section 8.3 of the Credit Agreement, or which would, as a result of granting a Lien in such property, cause a default under any such permitted Lien. (b) To further secure the payment, performance and observance of the Obligations of each Grantor hereunder, each Grantor hereby collaterally assigns to Lender all of such Grantor's right, title and interest in, under and to any Leases to which such Grantor is a party, except to the extent that such collateral assignment, in and of itself, is prohibited by the terms of such Lease or would constitute a default under such lease. This Assignment is for collateral security purposes only. So long as no Event of Default has occurred and is continuing, such Grantor shall have the right to retain, use and enjoy all rights under each such Lease, including the right to use and occupy the premises subject to the Lease. (c) Notwithstanding anything to the contrary, this Guarantee and Collateral Agreement shall be subject to and subordinate to the liens and rights granted in the Amended and Restated Credit Agreement, dated as of December 31, 2000 as amended, among the Borrower, various financial institutions, LaSalle Bank National Association, American National Bank & Trust Company of Chicago and Bank of America (the "Credit Agreement").

▇▇▇▇▇ of Security Interest. To secure the payment and performance of the Company's obligations hereunder and under the Notes, (aincluding all renewals, extensions, restructurings and refinancings of any or all of the Company's obligations under the Notes), including the re-payment of principal of and the payment of interest on such Notes and all costs and expenses accrued or incurred in connection therewith ("Obligations"), subject to the last sentence of this Section 5(a) Each Grantor the Company hereby grants to the LenderPurchasers for their pro rata benefit, a first priority perfected security interest in (and pledges of ownership and other interests, as applicable) all of 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 (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 such Grantor's Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Documents; (d) all Equipment (other than Equipment secured by a Lien permitted pursuant to Sections 8.3(f), 8.3(g), 8.3(h) and 8.3(k) of that certain Credit Agreement dated December 31, 2000 (as amended, restated, refinanced or other modified from time to time) between Borrower and various other financial institutions (together with their respective successors and assigns), and Bank of America, N.A. (the "Credit Agreement"); (e) all General Intangibles; (f) all Instruments; (g) all Intellectual Property; (h) all Inventory; (i) all Pledged Securities; (j) all books and records pertaining to the Collateral; and (k) 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. Notwithstanding the foregoing to the contrary, Collateral shall not include ownership or other interests in the Persons listed in Schedule I hereto, property which is subject to an agreement that expressly prohibits the granting of a Lien that is permitted under Section 8.3 of the Credit Agreement, or which would, as a result of granting a continuing Lien in such property, cause a default under any such permitted Lien. (b) To further secure the payment, performance and observance of the Obligations of each Grantor hereunder, each Grantor hereby collaterally assigns to Lender all of such Grantor's right, title and interest inof the Company in the following property of the Company, under whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (A) accounts (as defined in the Uniform Commercial Code in effect on the date hereof in the State of New York (the "UCC"), and all guaranties and security therefor, and all goods and rights represented thereby or arising therefrom including the rights of stoppage in transit, replevin and reclamation; (B) inventory (as defined in the UCC); (C) general intangibles (as defined in the UCC); (D) documents (as defined in the UCC) or other receipts covering, evidencing or representing goods; (E) instruments (as defined in the UCC); (F) chattel paper (as defined in the UCC); (G) equipment (as defined in the UCC), other than leased equipment; (H) Intangibles, consisting of the rights of the Company or its subsidiaries as licensees to use Intangibles; (I) all sublicenses of any Leases licenses to use Intangibles; (J) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to Collateral or are otherwise necessary or helpful in the collection thereof or realization thereon; and (K) proceeds, cash and non-cash, of all or any of the Collateral, including, without limitation, the proceeds of any insurance policies covering any of the Collateral. Notwithstanding the foregoing provisions of this Section 5(a), (i) the Collateral shall not include any property with respect to which such Grantor is a party, except to the extent that such collateral assignment, in and of itself, Company is prohibited by the terms of law from granting a security interest in such Lease or would constitute a default under such lease. This Assignment is property for collateral security purposes only. So as long as no Event of Default has occurred and the Company is continuing, such Grantor shall have the right to retain, use and enjoy all rights under each such Lease, including the right to use and occupy the premises subject to the Lease. (c) Notwithstanding anything to the contrary, this Guarantee and Collateral Agreement shall be subject to and subordinate to the liens and rights granted in the Amended and Restated Credit Agreement, dated as of December 31, 2000 as amended, among the Borrower, various financial institutions, LaSalle Bank National Association, American National Bank & Trust Company of Chicago and Bank of America so prohibited by law (the "Credit Prohibited Collateral") and (ii) the Company and its subsidiaries may grant licenses or sublicenses of the Intangibles to third parties or to one another in the ordinary course of the Company's or such subsidiaries' business, and each of the Purchasers hereby agrees that the rights of any licensee or sublicensee in any such Intangibles so licensed or sublicensed shall be free of the security interest created under this Agreement"), except that the Purchasers shall be granted a first priority perfected security interest and continuing Lien in and to all amounts which may become due and owing to the Company under each of such licenses or sublicenses, which amounts shall be deemed Collateral hereunder. The Company represents and warrants to each Purchaser that it does not presently have any Prohibited Collateral. The Company shall immediately notify the Purchasers when any Collateral becomes Prohibited Collateral. The Company will not grant any security interest or Lien to any other person in Prohibited Collateral.

▇▇▇▇▇ of Security Interest. (a) Each As security for the payment and performance of the Secured Obligations, each Grantor hereby grants to the Lender, for itself and on behalf of and for the ratable benefit of the other Secured Parties, a security interest in (and pledges of ownership and other interests, as applicable) all of 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 (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 such Grantor's Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Documents; (d) all Equipment (other than Equipment secured by a Lien permitted pursuant to Sections 8.3(f), 8.3(g), 8.3(h) and 8.3(k) of that certain Credit Agreement dated December 31, 2000 (as amended, restated, refinanced or other modified from time to time) between Borrower and various other financial institutions (together with their respective successors and assigns), and Bank of America, N.A. (the "Credit Agreement"); (e) all General Intangibles; (f) all Instruments; (g) all Intellectual Property; (h) all Inventory; (i) all Pledged Securities; (j) all books and records pertaining to the Collateral; and (k) 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. Notwithstanding the foregoing to the contrary, Collateral shall not include ownership or other interests in the Persons listed in Schedule I hereto, property which is subject to an agreement that expressly prohibits the granting of a Lien that is permitted under Section 8.3 of the Credit Agreement, or which would, as a result of granting a Lien in such property, cause a default under any such permitted Lien. (b) To further secure the payment, performance and observance of the Obligations of each Grantor hereunder, each Grantor hereby collaterally assigns to Lender all of such Grantor's ’s right, title and interest in, to and under all of its personal property, wherever located and whether now existing or owned or hereafter acquired or arising, including the following property (collectively, the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims; (iv) all Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all General Intangibles; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (xi) all Letter-of-Credit Rights; and (xii) all money, all products and Proceeds of any and all of the foregoing, and all Supporting Obligations of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any Leases Intellectual Property except for any and all of the following (which shall be part of the Collateral hereunder): the Proceeds of any and all of the Intellectual Property, including Proceeds from the sale, licensing or other disposition of the Intellectual Property; all Accounts and other Rights to which Payment arising from or out of any Intellectual Property; and all General Intangibles consisting of Proceeds and other Rights to Payment arising from or out of any Intellectual Property. Notwithstanding the prior sentence, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in any such Grantor is a partyProceeds, except other Rights to Payment, Accounts and General Intangibles arising from or out of any Intellectual Property, then the Collateral shall automatically, and effective as of the Closing Date, include the Intellectual Property to the extent that necessary to permit perfection of the Lender’s security interest in such collateral assignmentProceeds, in other Rights to Payment, Accounts and of itself, is prohibited by the terms of such Lease or would constitute a default under such lease. This Assignment is for collateral security purposes only. So long as no Event of Default has occurred and is continuing, such Grantor shall have the right to retain, use and enjoy all rights under each such Lease, including the right to use and occupy the premises subject to the LeaseGeneral Intangibles. (c) Notwithstanding anything to the contrary, this Guarantee and Collateral Agreement shall be subject to and subordinate to the liens and rights granted in the Amended and Restated Credit Agreement, dated as of December 31, 2000 as amended, among the Borrower, various financial institutions, LaSalle Bank National Association, American National Bank & Trust Company of Chicago and Bank of America (the "Credit Agreement").

▇▇▇▇▇ of Security Interest. To secure the full and punctual payment by the Guarantor of any payment due by the Guarantor pursuant to Article 10 and any other amounts owing under this Indenture pursuant to Section 7.7 when and as the same shall be due and payable, whether on an Interest Payment Date or the Maturity Date, by acceleration, repurchase, redemption or otherwise (aincluding, without limitation, the payment of interest and other amounts which would accrue and become due but for the filing of a petition in bankruptcy (whether or not a claim is allowed against the Guarantor for such interest or other amounts in any such bankruptcy proceeding) Each Grantor or the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities and the performance of all other obligations of the Guarantor to the Holders or the Trustee under this Indenture and the Securities, according to the terms hereof or thereof (collectively, the "Secured Obligations"), the Guarantor hereby grants to the LenderTrustee, for the benefit of the Trustee and the Holders, a continuing first priority security interest in (and pledges of ownership and other interests, as applicable) all of 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 its right, title or and interest in and to the following (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 such Grantor's Obligations:): (a) all Accountsof the shares of Capital Stock of the Company owned by the Guarantor (as set forth on Schedule I, the "Pledged Shares"), and all certificates representing such shares and any interest of the Guarantor in the entries on the books of any financial intermediary pertaining to such shares; (b) all Chattel Paper;additional shares of Capital Stock of the Company that may from time to time be acquired by or issued to the Guarantor in any manner, and all certificates representing such additional shares and any interest of the Guarantor in the entries on the books of any financial intermediary pertaining to such additional shares; and (c) subject to the provisions of Section 11.5, all Documents; (d) all Equipment (dividends, cash, instruments and other than Equipment secured by a Lien permitted pursuant to Sections 8.3(f), 8.3(g), 8.3(h) property and 8.3(k) of that certain Credit Agreement dated December 31, 2000 "proceeds" (as amended, restated, refinanced or other modified such term is defined in the Uniform Commercial Code as in effect in any and all relevant jurisdictions) from time to time) between Borrower and various other financial institutions (together with their respective successors and assigns)time received, and Bank receivable or otherwise distributed in respect of America, N.A. (the "Credit Agreement"); (e) all General Intangibles; (f) all Instruments; (g) all Intellectual Property; (h) all Inventory; (i) all Pledged Securities; (j) all books and records pertaining to the Collateral; and (k) 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 or in exchange for any of the foregoing. Notwithstanding the foregoing to the contrary, and any account in which any Collateral shall not include ownership is deposited or other interests in the Persons listed in Schedule I hereto, property which is subject to an agreement that expressly prohibits the granting of a Lien that is permitted under Section 8.3 of the Credit Agreement, or which would, as a result of granting a Lien in such property, cause a default under any such permitted Lien. (b) To further secure the payment, performance and observance of the Obligations of each Grantor hereunder, each Grantor hereby collaterally assigns to Lender all of such Grantor's right, title and interest in, under and to any Leases to which such Grantor is a party, except to the extent that such collateral assignment, in and of itself, is prohibited by the terms of such Lease or would constitute a default under such lease. This Assignment is for collateral security purposes only. So long as no Event of Default has occurred and is continuing, such Grantor shall have the right to retain, use and enjoy all rights under each such Leaseinvested, including the right to use and occupy the premises subject to the Leaseany earnings thereon. (c) Notwithstanding anything to the contrary, this Guarantee and Collateral Agreement shall be subject to and subordinate to the liens and rights granted in the Amended and Restated Credit Agreement, dated as of December 31, 2000 as amended, among the Borrower, various financial institutions, LaSalle Bank National Association, American National Bank & Trust Company of Chicago and Bank of America (the "Credit Agreement").

▇▇▇▇▇ of Security Interest. (a) Each Grantor hereby grants to the Lender, a security interest in (and pledges of ownership and other interests, as applicable) all of 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 (collectively, the "Collateral"), as collateral As security for the prompt and complete payment and performance when due (whether at on the stated maturity, by acceleration payment dates or otherwise) of such Grantor's all the Secured Obligations: , Borrower grants to Agent a security interest in all of Borrower’s right, title, and interest in, to and under all of Borrower’s personal property and other assets including without limitation the following (except as set forth herein) whether now owned or hereafter acquired (collectively, the “Collateral”): (a) all Accounts; Receivables; (b) all Chattel Paper; Equipment; (c) all Documents; Fixtures; (d) all Equipment (other than Equipment secured by a Lien permitted pursuant to Sections 8.3(f)General Intangibles, 8.3(g), 8.3(h) and 8.3(k) of that certain Credit Agreement dated December 31, 2000 (as amended, restated, refinanced or other modified from time to time) between Borrower and various other financial institutions (together with their respective successors and assigns), and Bank of America, N.A. (the "Credit Agreement"); (e) all General Intangibles; Inventory; (f) all Instruments; Investment Property; (g) all Intellectual Property; Deposit Accounts; (h) all Inventory; Cash; (i) Goods; and all Pledged Securities; (j) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, 212788652 v9 Borrower and wherever located, and any of Borrower’s property in the Collateralpossession or under the control of Agent; and (k) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the contraryRights to Payment, then the Collateral shall not include ownership or other interests in the Persons listed in Schedule I heretoautomatically, property which is subject to an agreement that expressly prohibits the granting of a Lien that is permitted under Section 8.3 and effective as of the Credit date of this Agreement, or which would, as a result of granting a Lien in such property, cause a default under any such permitted Lien. (b) To further secure include the payment, performance and observance of the Obligations of each Grantor hereunder, each Grantor hereby collaterally assigns to Lender all of such Grantor's right, title and interest in, under and to any Leases to which such Grantor is a party, except Intellectual Property to the extent that such collateral assignment, in and necessary to permit perfection of itself, is prohibited by the terms of such Lease or would constitute a default under such lease. This Assignment is for collateral Agent’s security purposes only. So long as no Event of Default has occurred and is continuing, such Grantor shall have the right to retain, use and enjoy all rights under each such Lease, including the right to use and occupy the premises subject to the Lease. (c) Notwithstanding anything to the contrary, this Guarantee and Collateral Agreement shall be subject to and subordinate to the liens and rights granted interest in the Amended and Restated Credit Agreement, dated as of December 31, 2000 as amended, among the Borrower, various financial institutions, LaSalle Bank National Association, American National Bank & Trust Company of Chicago and Bank of America (the "Credit Agreement")Rights to Payment.