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EXHIBIT D
SECURITY AGREEMENT
SECURITY AGREEMENT, dated as of May 7, 1998 made by Number Nine Visual
Technology Corporation, a Delaware corporation (the "Borrower") in favor of
Silicon Graphics, Inc. (the "Investor").
RECITALS
Pursuant to the Securities Purchase Agreement of even date herewith (as
amended, supplemented or otherwise modified from time to time, the "Purchase
Agreement"), between the Borrower and the Investor, the Investor has agreed to
make loans to the Borrower, upon the terms and subject to the conditions set
forth therein, to be evidenced by a series of secured subordinated convertible
promissory notes (each a "Note" and, collectively, the "Notes") issued by the
Borrower thereunder. It is a condition precedent to the obligation of the
Investor to make its loans to the Borrower under the Purchase Agreement that the
Borrower shall have executed and delivered this Security Agreement to the
Investor.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and to induce the Investor to make its loans to the Borrower under
the Purchase Agreement, the Borrower hereby agrees with the Investor as follows:
1. Defined Terms. Unless otherwise defined herein, terms which are
defined in the Purchase Agreement and used herein are so used as so defined; the
following terms which are defined in the Uniform Commercial Code in effect in
the Commonwealth of Massachusetts on the date hereof are used herein as therein
defined: Accounts, Chattel Paper, Documents, Equipment, Fixtures, General
Intangibles, Goods, Instruments, Inventory and Proceeds; and the following terms
shall have the following meanings:
"Code" means the Uniform Commercial Code as from time to time in
effect in the Commonwealth of Massachusetts.
"Collateral" shall have the meaning assigned to it in Section 2 of
this Security Agreement.
"Event of Default" shall have the meaning assigned to it in the
Notes.
"Obligations" means the unpaid principal amount of, and interest on,
the Notes and all other obligations and liabilities of the Borrower to the
Investor, whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, the Purchase Agreement, the Notes or this Security Agreement
and each other obligation and liability, whether direct or indirect, absolute or
contingent, due or to become due, or now or hereafter existing, of the Borrower
to the Investor, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs,
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expenses (including, without limitation, all reasonable fees and disbursements
of counsel to the Investor) or otherwise.
"Security Agreement" means this Security Agreement, as amended,
supplemented or otherwise modified from time to time.
2. Grant of Security Interest. 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, the Borrower hereby grants to
the Investor a security interest in the property set forth on Schedule A hereto
(collectively, the "Collateral").
3. Rights of Investor; Limitations on Investor's Obligations.
(a) Borrower Remains Liable under Accounts. Anything herein to the
contrary notwithstanding, the Borrower shall remain liable under each of the
Accounts to observe and perform all the conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement giving rise to each such Account. The Investor shall not have any
obligation or liability under any Account (or any agreement giving rise thereto)
by reason of or arising out of this Security Agreement or the receipt by the
Investor of any payment relating to such Account pursuant hereto, nor shall the
Investor be obligated in any manner to perform any of the obligations of the
Borrower under or pursuant to any Account (or any agreement giving rise
thereto), to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any
performance by any party under any Account (or any agreement giving rise
thereto), to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.
(b) Notice to Account Debtors. Upon the request of the Investor at
any time after the occurrence and during the continuance of an Event of Default,
the Borrower shall notify account debtors on the Accounts that the Accounts have
been assigned to the Investor and that payments in respect thereof shall be made
directly to the Investor. The Investor may in its own name or in the name of
others communicate with account debtors on the Accounts to verify with them to
its satisfaction the existence, amount and terms of any Accounts.
(c) Collections on Accounts. The Investor hereby authorizes the
Borrower to collect the Accounts, and the Investor may curtail or terminate said
authority at any time after the occurrence and during the continuance of an
Event of Default. If required by the Investor at any time after the occurrence
and during the continuance of an Event of Default, any payments of Accounts,
when collected by the Borrower, shall be forthwith (and, in any event, within
two Business Days) deposited by the Borrower in the exact form received, duly
endorsed by the Borrower to the Investor if required, in a special collateral
account maintained by the Investor, subject to withdrawal by the Investor only,
as hereinafter provided, and, until so turned over, shall be held by the
Borrower in trust for the Investor, segregated from other funds of the Borrower.
All Proceeds constituting collections of Accounts while held by the Investor (or
by the Borrower in trust for the Investor) shall continue to be collateral
security for all of the
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Obligations and shall not constitute payment thereof until applied thereto by
the Investor, or by the Borrower with the Investor's consent. If an Event of
Default shall have occurred and be continuing, at any time at the Investor's
election, the Investor shall apply all or any part of the funds on deposit in
said special collateral account on account of the Obligations in such order as
the Investor may elect, and any part of such funds which the Investor elects not
so to apply and deems not required as collateral security for the Obligations
shall be paid over from time to time by the Investor to the Borrower or to
whomsoever may be lawfully entitled to receive the same. At the Investor's
request, the Borrower shall deliver to the Investor all original and other
documents evidencing, and relating to, the agreements and transactions which
gave rise to the accounts, including, without limitation, all original orders,
invoices and shipping receipts.
(d) Trust Account. Upon the occurrence and during the continuance of
an Event of Default, the Investor may, in its sole discretion, elect to require
the Borrower to establish with the Investor a trust account and to deal with all
of its Receivables subject to the provisions of this Section. Following such
election, the Borrower will collect its Receivables as the Investor's collection
agent, hold such collections in trust for the Investor without commingling the
same with other funds of the Borrower and will promptly, on the day of receipt
thereof, transmit such collections to the Investor in the identical form in
which they were received by the Borrower, with such endorsements as may be
appropriate, accompanied by a report, in form approved by the Investor, showing
the amount of such collections and the cash discounts applicable thereto.
(e) Title to Collateral. The Borrower represents and warrants to the
Investor that it has good title to all of the Collateral, free and clear of all
liens, security interests and adverse interests, other than the Permitted Liens,
in favor of any person or entity other than the Investor.
4. Covenants. The Borrower covenants and agrees with the Investor that,
from and after the date of this Security Agreement until the Obligations are
paid in full:
(a) Further Documentation; Pledge of Instruments and Chattel Paper.
At any time and from time to time, upon the written request of the Investor, and
at the sole expense of the Borrower, the Borrower will promptly and duly execute
and deliver such further instruments and documents and take such further action
as the Investor may reasonably request for the purpose of obtaining or
preserving the full benefits of this Security Agreement and of the rights and
powers herein granted, including, without limitation, the filing of any
financing or continuation statements under the Uniform Commercial Code in effect
in any jurisdiction with respect to the security interests and liens created
hereby. The Borrower also hereby authorizes the Investor to file any such
financing or continuation statement without the signature of the Borrower to the
extent permitted by applicable law. A carbon, photographic or other reproduction
of this Security Agreement shall be sufficient as a financing statement for
filing in any jurisdiction. If any amount payable under or in connection with
any of the Collateral shall be or become evidenced by any Instrument or Chattel
Paper, such Instrument or Chattel Paper shall be immediately delivered to the
Investor, duly endorsed in a manner satisfactory to the Investor, to be held as
Collateral pursuant to this Security Agreement.
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(b) Indemnification. The Borrower agrees to pay, and to save the
Investor harmless from, any and all liabilities, reasonable costs and expenses
(including, without limitation, legal fees and expenses) (i) with respect to, or
resulting from, any delay in paying, any and all excise, sales or other taxes
which may be payable or determined to be payable with respect to any of the
Collateral, (ii) with respect to, or resulting from, any delay in complying with
any law, rule, regulation or order of any court, arbitrator or governmental
entity, jurisdiction or authority applicable to any of the Collateral or (iii)
in connection with any of the transactions contemplated by this Security
Agreement. In any suit, proceeding or action brought by the Investor under any
Account for any sum owing thereunder, or to enforce any provisions of any
Account, the Borrower will save, indemnify and keep the Investor harmless from
and against all expense, loss or damage suffered by reason of any defense,
setoff, counterclaim, recoupment or reduction or liability whatsoever of the
account debtor or obligor thereunder, arising out of a breach by the Borrower of
any obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing to or in favor of such account debtor or obligor or
its successors from the Borrower. The foregoing indemnification shall not apply
to any liabilities, costs or expenses resulting directly from the gross
negligence, actual willful misconduct or bad faith of the Investor.
(c) Maintenance of Records. The Borrower will keep and maintain at
its own cost and expense satisfactory and complete records of the Collateral,
including without limitation, a record of all payments received and all credits
granted with respect to the Accounts. For the Investor's further security, the
Borrower hereby grants to the Investor a security interest in all of the
Borrower's books and records pertaining to the Collateral, and upon the
occurrence and during the continuance of an Event of Default, the Borrower shall
turn over any such books and records to the Investor or to its representatives
during normal business hours at the request of the Investor.
(d) Right of Inspection. The Investor shall at all times have full
and free access during normal business hours, and upon reasonable prior notice,
to all the books of record and account of the Borrower, and the Investor or its
representatives may examine the same, take extracts therefrom and make
photocopies thereof, and the Borrower agrees to render to the Investor, at the
Borrower's cost and expense, such clerical and other assistance as may be
reasonably requested with regard thereto. The Investor and its representatives
shall at all times also have the right during normal business hours, and upon
reasonable prior notice, to enter into and upon any premises where any of the
Inventory or Equipment is located for the purpose of inspecting the same or
otherwise protecting its interests therein.
(e) Compliance with Laws, etc. The Borrower will comply in all
material respects with all laws, rules, regulations and orders of any court,
arbitrator or governmental entity, jurisdiction or authority applicable to the
Collateral or any part thereof or to the operation of the Borrower's business;
provided, however, that the Borrower may contest any such law, rule, regulation
or order in any reasonable manner which shall not, in the reasonable opinion of
the Investor, adversely affect the Investor's rights or the priority of its
liens on the Collateral.
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(f) Payment of Obligations. The Borrower will pay promptly when
due all taxes, assessments and governmental charges or levies imposed upon the
Collateral or in respect of its income or profits therefrom, as well as all
claims of any kind (including, without limitation, claims for labor, materials
and supplies) against or with respect to the Collateral, except that no such
charge need be paid if (i) the validity thereof is being contested in good faith
by appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
therein and (iii) such charge is adequately reserved against on the Borrower's
books in accordance with GAAP.
(g) Limitation on Liens on Collateral. The Borrower will not create,
incur or permit to exist, will defend the Collateral against, and will take such
other action as is necessary to remove, any lien, security interest, pledge,
mortgage, deed of trust, levy, attachment, claim or other charge or encumbrance
on or to the Collateral, other than Permitted Liens, and will defend the right,
title and interest of the Investor in and to any of the Collateral against the
claims and demands of all persons or entities whatsoever.
(h) Limitations on Dispositions of Collateral. The Borrower will not
sell, transfer, lease or otherwise dispose of any of the Collateral, or attempt,
offer or contract to do so, except for sales of Collateral permitted by the
Purchase Agreement.
(i) Limitations on Discounts, Compromises, Extensions of Accounts.
Other than in the ordinary course of business as generally conducted by the
Borrower, the Borrower will not grant any extension of the time of payment of
any of the Accounts, compromise, compound or settle the same for less than the
full amount thereof, release, wholly or partially, any person or entity liable
for the payment thereof, or allow any credit or discount whatsoever thereon.
(j) Maintenance of Equipment. The Borrower will maintain each item
of Equipment in good operating condition, ordinary wear and tear and immaterial
impairments of value and damage by the elements excepted, and will provide all
maintenance, service and repairs necessary for such purpose.
(k) Maintenance of Insurance. The Borrower will maintain, with
financially sound and reputable companies, insurance policies (i) insuring the
Inventory, Equipment and Vehicles against loss by fire, explosion, theft and
such other casualties as may be reasonably satisfactory to the Investor and (ii)
insuring the Borrower and the Investor against liability for personal injury and
property damage relating to such Inventory, Equipment and Vehicles, such
policies to be in such form and amounts and having such coverage as may be
reasonably satisfactory to the Investor, with losses payable to the Borrower and
the Investor as their respective interests may appear. All such insurance shall
(i) provide that no termination, cancellation, material reduction in amount or
material change in coverage thereof shall be effective until at least 30 days
after receipt by the Investor of written notice thereof, (ii) name the Investor
as an insured and (iii) be reasonably satisfactory in all other respect to the
Investor. From time to time upon the request of the Investor, the Borrower shall
deliver to the Investor insurance policies, certificates or binders as the
Investor may from time to time reasonably request.
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(l) Further Identification of Collateral. The Borrower will furnish
to the Investor from time to time statements and schedules further identifying
and describing the Collateral and such other reports in connection with the
Collateral as the Investor may reasonably request, all in reasonable detail.
5. Investor's Appointment as Attorney-in-Fact.
(a) Powers. The Borrower hereby irrevocably constitutes and appoints
the Investor and any officer or agent thereof, with full power of substitution,
as its true and lawful attorney-in-fact with full irrevocable power and
authority in the place and stead of the Borrower and in the name of the Borrower
or in its own name, from time to time in the Investor's reasonable discretion,
for the purpose of carrying out the terms of this Security Agreement, to take
any and all appropriate action and to execute any and all instruments which may
be necessary or desirable to accomplish the purposes of this Security Agreement,
and, without limiting the generality of the foregoing, the Borrower hereby gives
the Investor the power and right, on behalf of the Borrower, without notice to
or assent by the Borrower, to do the following:
(i) in the case of any Account, at any time when the
authority of the Borrower to collect the Accounts has
been curtailed or terminated pursuant to the first
sentence of Section 3(c) hereof, or in the case of any
other Collateral, at any time when any Event of Default
shall have occurred and is continuing, in the name of
the Borrower or its own name, or otherwise, to take
possession of and endorse and collect any checks,
drafts, notes, acceptances or other instruments for the
payment of moneys due under any Account, Instrument or
with respect to any other action or proceeding in any
court of law or equity or otherwise deemed appropriate
by the Investor for the purpose of collecting any and
all such moneys due under any Account, Instrument or
with respect to any other collateral whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on
or threatened against the Collateral, to effect any
repairs or any insurance called for the terms of this
Security Agreement and to pay all or any part of the
premiums therefor and the costs thereof; and
(iii) Upon the occurrence and during the continuance of any
Event of Default, (A) to direct any party liable for any
payment under any of the Collateral to make payment of
any and all moneys due or to become due thereunder
directly to the Investor or as the Investor shall
direct; (B) to ask or demand for, collect, receive
payment of and receipt for, any and all moneys, claims
and other amounts due or to become due at any time in
respect of or arising out of any Collateral; (C) to sign
and endorse any invoices, freight or express bills,
bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications, notices and
other documents in connection with any of the
collateral; (D) to commence and prosecute any suits,
actions or proceedings at law or in equity in any court
of competent jurisdiction to
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collect the Collateral or any thereof and to enforce any
other right in respect of any Collateral; (E) to defend
any suit, action or proceeding brought against the
Borrower with respect to any Collateral; (F) to settle,
compromise or adjust any suit, action or proceeding
described in clause (E) above and, in connection
therewith, to give such discharges or releases as the
Investor may deem appropriate; and (G) generally, to
sell, transfer, pledge and make any agreement with
respect to or otherwise deal with any of the Collateral
as fully and completely as though the Investor were the
absolute owner thereof for all purposes, and to do, at
the Investor's option and the Borrower's expense, at any
time, or from time to time, all acts and things which
the Investor deems necessary to protect, preserve or
realize upon the Collateral and the Investor's liens
thereon and to effect the intent of this Security
Agreement, all as fully and effectively as the Borrower
might do.
At the reasonable request of the Investor, the Borrower shall deliver to the
Investor, one or more further documents ratifying any and all actions that said
attorneys shall lawfully take or do or cause to be taken or done by virtue
hereof. This power of attorney is a power coupled with an interest and shall be
irrevocable.
(b) Other Powers. The Borrower also authorizes the Investor, at any
time and from time to time, to execute, in connection with the sales provided
for in Section 7 hereof, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral.
(c) No Duty on Investor's Part. The powers conferred on the Investor
hereunder are solely to protect the Investor's interests in the Collateral and
shall not impose any duty upon it to exercise any such powers. The Investor
shall be accountable only for amounts that it actually receives as a result of
the exercise of such powers, and neither it nor any of its officers, directors,
employees or agents shall be responsible to the Borrower for any act or failure
to act hereunder, except for its own gross negligence or willful misconduct.
6. Performance by Investor of Borrower's Obligations. If the Borrower
fails to perform or comply with any of its agreements contained herein and the
Investor, as provided for by the terms of this Security Agreement, shall itself
perform or comply, or otherwise cause performance or compliance, with such
agreement, the expenses of the Investor incurred in connection with such
performance or compliance, together with interest thereon at a rate per annum
equal to the Prime Rate plus 2%, shall be payable by the Borrower to the
Investor on demand and shall constitute Obligations secured hereby.
7. Remedies. If an Event of Default shall occur and be continuing, the
Investor may exercise, in addition to all other rights and remedies granted to
it in this Security Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured
party under the Code. Without limiting the generality of the foregoing, the
Investor, without demand of performance or other demand, presentment, protest,
or notice of any kind (except any notice required by law referred to below) to
or upon the
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Borrower or any other person or entity (all and each of which are hereby
waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
lease, assign, give option or options to purchase, or otherwise dispose of and
deliver the Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker's board or office of the Investor or elsewhere upon such terms
and conditions as it may deem advisable and at such prices as it may deem best,
for cash or on credit or for future delivery without assumption of any credit
risk. The Investor shall have the right upon any such public sale or sales, and,
to the extent permitted by law, upon any such private sale or sales, to purchase
the whole or any part of the Collateral so sold, free of any right or equity or
redemption in the Borrower, which right or equity is hereby waived or released.
The Borrower further agrees, at the Investor's request, to assemble the
Collateral and make it available to the Investor at places which the Investor
shall reasonably select, whether at the Borrower's premises or elsewhere. The
Investor shall apply the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all reasonable costs and
expenses of every kind incurred therein or incidental to the care or safekeeping
of any of the Collateral or in any way relating to the Collateral or the rights
of the Investor hereunder, including, without limitation, reasonable attorneys'
fees and disbursements, to the payment in whole or in part of the Obligations,
in such order as the Investor may elect, and only after such application and
after the payment by the Investor of any other amount required by any provision
of law, including, without limitation, Section 9-504(1)(c) of the Code, need the
Investor account for the surplus, if any, to the Borrower. To the extent
permitted by applicable law, the Borrower waives all claims, damages and demands
it may acquire against the Investor arising out of the exercise by the Investor
of any of its rights hereunder, provided that such release shall not apply to
any claim, damage or demand resulting directly from the gross negligence, actual
willful misconduct or bad faith of the Investor. If any notice of a proposed
sale or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least seven days before such
sale or other disposition. The Borrower shall remain liable for any deficiency
if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay the Obligations and the fees and disbursements of any
attorneys employed by the Investor to collect such deficiency.
8. Limitation on Duties Regarding Preservation of Collateral. The
Investor's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the
Code or otherwise, shall be to deal with it in the same manner as the Investor
deals with similar property for its own account. Neither the Investor nor any of
its directors, officers, employees or agents shall be liable for failure to
demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Borrower or otherwise.
9. Powers Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Collateral are irrevocable and powers
coupled with an interest.
10. Severability. Any provision of this Security Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such
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prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
11. Paragraph Headings. The paragraph headings used in this Security
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
12. No Waiver; Cumulative Remedies. The Investor shall not by any act
(except by a written instrument pursuant to Section 13 hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of the Investor, any right, power or
privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the Investor of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy which the Investor would
otherwise have on any future occasion. The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not exclusive of
any rights or remedies provided by law.
13. Waivers and Amendments; Successors and Assigns. None of the terms or
provisions of this Security Agreement may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by the Borrower and
the Investor, provided that any provision of this Security Agreement may be
waived by the Investor in a written letter or agreement executed by the Investor
or by telex or facsimile transmission from the Investor. This Security Agreement
shall be binding upon the successors and assigns of the Borrower and shall inure
to the benefit of the Investor and its successors and assigns.
14. Governing Law. This Security Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the Commonwealth of
Massachusetts,
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IN WITNESS WHEREOF, the Borrower has caused this Security Agreement to be
duly executed and delivered in favor of the Investor as of the date first above
written.
BORROWER:
NUMBER NINE VISUAL TECHNOLOGY
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
--------------
Title: Chairman of the Board and Chief Executive Officer
----------------------------------------------------
AGREED AND ACCEPTED TO BY:
INVESTOR:
SILICON GRAPHICS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
---------------
Title: Senior Vice President
------------------------
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SCHEDULE A
Collateral
All of the assets of the Borrower, wherever located and whether now owned
or hereafter acquired or arising, and all proceeds therefrom, including:
(i) all of the Borrower's inventory, goods, wares, merchandise, raw
materials, supplies, work in process, finished goods, and other personal
property of every kind and description held for sale or lease or furnished or to
be furnished under any contract of service, and all goods which are in transit,
and all returned, repossessed and rejected goods of the foregoing description,
and any other tangible personal property held by the Borrower for licensing,
processing, sale or other business purpose or to be used, licensed or consumed
in the Borrower's business;
(ii) all machinery, equipment, motor vehicles, furniture, office
equipment and supplies, plant equipment, tools, dies, molds, fixtures and
leasehold improvements of Borrower, of every kind and description, wherever
located and including all additions, improvements, accessions and substitutions
thereto;
(iii) all accounts, accounts receivable and notes receivable of the
Borrower, whether now existing or hereafter arising, as well as all right, title
and interest of the Borrower in the goods, license rights or services which have
given rise thereto, including the rights of reclamation and of stoppage in
transit and all other rights to the payment of money (including without
limitation, tax refunds);
(iv) all contracts and contract rights of the Borrower, now existing
or hereafter arising, under contracts to sell or lease goods or render services;
(v) all insurance proceeds, whether arising out of any of the
foregoing or otherwise;
(vi) all notes, bills, drafts, acceptances, choses in action,
chattel paper, instruments, and any other forms of obligations and receivables
and rights to payment for credit extended and for goods sold, licensed or leased
or services rendered, whether or not earned by performance, all deposit accounts
maintained by the Borrower with any Investor, trust company, investment firm or
fund, or similar institutions, documents, books and records, rights in and to
all goodwill and all other general intangibles of the Borrower, including all
customer lists, causes of action, judgments, rights to performance, licenses,
permits, copyrights, trademarks, servicemarks, trade secrets, trade names,
patents, patent applications, patent rights, proprietary processes and related
documentation, intellectual property rights, rights as a licensee to
intellectual property rights, blueprints, drawings, designs, diagrams,
engineering details and specifications, plans, reports, charts, catalogs,
manuals, inventions, know-how, notes and memoranda, technical data and any and
all concepts or ideas in any manner related to the design, development,
manufacture, sale,
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marketing, license, lease or use of any or all goods produced or sold, licensed
or leased or services rendered by the Borrower in its business; and
(vii) all securities and all guaranties for, and all products,
proceeds, additions, substitutions, and accessions of, any of the foregoing
property.