(a) all equipment in all of its forms, all parts thereof and all accessions thereto (any andall such equipment, parts and accessions being the “EQUIPMENT”);          (b) all inventory in all of its forms (including, but not limited to, (i) all goods held byGrantor for sale or lease or to be furnished under contracts of service or so leased or furnished,(ii) all raw materials, work in process, finished goods, and materials used or consumed in themanufacture, packing, shipping, advertising, selling, leasing, furnishing or production of suchinventory or otherwise used or consumed in Grantor’s business, (iii) all goods in which Grantor hasan interest in mass or a joint or other interest or right of any kind, and (iv) all goods that arereturned to or repossessed by Grantor) and all accessions thereto and products thereof (all suchinventory, accessions and products being the “INVENTORY”) and all negotiable documents of title(including without limitation warehouse receipts, dock receipts and bills of lading) issued by anyperson covering any Inventory (any such negotiable document of title being a “NEGOTIABLE DOCUMENTOF TITLE”);          (c) all accounts, receivables, contract rights, other payment rights of any kind, chattelpaper (whether tangible or electronic), documents, instruments (including, without limitation,promissory notes), investment property, letter-of-credit rights (whether or not such letter ofcredit is evidenced by a writing), health-care-insurance receivables, supporting obligations,general intangibles, including, without limitation, payment intangibles, software, all intangiblepersonal property relating to the recordation, monitoring, collection, servicing and payment ofAccounts (as hereinafter defined), (including, without limitation, all rights, whether for paymentor performance, under (a) managed care contracts, preferred provider contracts, and other contractswith health or medical insurance companies or public or governmental entities relating to thepayment of or reimbursement for medical, health care and other services and products provided bythe Grantor, including, without limitation, all rights in any way related to the Medicare, Medicaidor any other state or federal programs and (b) data processing contracts, computer softwarelicenses, cash management contracts and other contracts and licenses relating to the servicing ofAccounts), and, to the extent not listed above as original Collateral, proceeds and products of theforegoing (collectively, the “ACCOUNTS”), and any and all security agreements, leases and othercontracts securing or otherwise relating to the Accounts (collectively, the “RELATED CONTRACTS”),whether now owned or hereafter acquired;          (d) to the extent not included in any other paragraph of this Section 1, all agreements,contracts and assignments including without limitation those whereby Grantor obtains goods,services or rights that are useful or necessary to the business or operations of Grantor as eachsuch agreement, contract and assignment may be amended, supplemented, restated or otherwisemodified from time to time (said agreements, contracts and assignments, as so amended,supplemented, restated or modified, are referred to herein individually as an “ASSIGNED AGREEMENT”and collectively as the “ASSIGNED AGREEMENTS”), including without limitation (i) all rights ofGrantor to receive moneys due or to become due under or pursuant to the Assigned Agreements, (ii)all rights of Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty withrespect to the Assigned Agreements, (iii) all claims of Grantor for damages arising out of anybreach of or default under the Assigned Agreements, (iv) all rights of Grantor to terminate, amend,supplement, modify or exercise rights or options under the Assigned Agreements, to performthereunder and to compel performance
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and otherwise exercise all remedies thereunder, and (v) all agreements, permits,certifications or other rights related to the operation of Grantor’s businesses;          (e) all deposit accounts, including without limitation any account for the concentration orcollection of the funds of Grantor and its Subsidiaries maintained with PNC Bank, NationalAssociation, and its successors and assigns (the agreement with such bank being herein referred toas the “Concentration Bank Agreement”), and all deposit accounts maintained with Secured Party orany Lender or any other party;          (f) all trademarks and tradenames, tradesecrets, business names, patents, patent applications,licenses, certificates, operating agreements, permits, copyrights, registrations and franchiserights, and all goodwill associated with any of the foregoing;          (g) to the extent not included in any other paragraph of this Section 1, all other generalintangibles (including without limitation tax refunds, rights to payment or performance, choses inaction and judgments taken on any rights or claims, whether included in the Collateral orotherwise), and commercial tort claims, whether now owned or hereafter acquired;          (h) all plant fixtures, business fixtures and other fixtures and storage and officefacilities, and all accessions thereto and products thereof;          (i) all books, records, ledger cards, files, correspondence, computer programs, tapes, disksand related data processing software that at any time evidence or contain information relating toany of the Collateral or are otherwise necessary or helpful in the collection thereof orrealization thereupon;          (j) all of Grantor’s right, title and interest as a general partner or member in asingle-purpose corporation, partnership, joint venture or other similar legal arrangement (whethercreated pursuant to contract or conducted through a separate legal entity) now or hereafter formedby Grantor with another person (other than Grantor or any of its subsidiaries) in order to conducta common venture or enterprise with such other person. (each a “Joint Venture” and collectively,the “Joint Ventures”), whether now owned or hereafter acquired, including without limitation all ofGrantor’s right, title and interest in, to and under all partnership agreements or limitedliability agreements entered into from time to time by Grantor (as amended to the date hereof andas they may hereafter be amended, supplemented or otherwise modified from time to time, the “JOINTVENTURE AGREEMENTS”), including without limitation Grantor’s right to vote and to manage andadminister the business of such Joint Ventures, together with all other rights, interests, claimsand other property of Grantor in any manner arising out of or relating to its general partnershipor membership interests in the Joint Ventures, whatever their respective kind or character, whetherthey are tangible or intangible property, and wheresoever they may exist or be located, and furtherincluding, without limitation, all of the rights of such Grantor as a general partner or member ofany of such Joint Ventures: (i) to (x) receive money due and to become due (including withoutlimitation dividends, distributions, interest, income from partnership or limited liability companyproperties and operations, proceeds of the sale of partnership or limited liability company assetsand returns of capital) under or pursuant to any of such Joint Venture Agreements, (y) receivepayments upon termination of any of such Joint
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Venture Agreements, and (z) receive any other payments or distributions, whether cash ornoncash, in respect of such Grantor’s general partnership or membership interests evidenced by anyof such Joint Venture Agreements; (ii) in and with respect to claims and causes of action arisingout of or relating to any of such Joint Ventures; and (iii) to have access to the books and recordsof any of such Joint Ventures and to other information concerning or affecting such Joint Ventures;          (k) all of Grantor’s right, title and interest as a member of any limited liability companythat is a Subsidiary (each, an “LLC” and, collectively, the “LLC’S”), whether now owned orhereafter acquired, including without limitation all of Grantor’s right, title and interest in, toand under each limited liability company agreement, as amended to the date hereof and as it mayhereafter be amended, supplemented or otherwise modified from time to time, (each an “LLCAGREEMENT” and collectively, the “LLC AGREEMENTS”) of such LLC (including without limitation,Grantor’s right to vote and to manage and administer the business of such LLC), together with allother rights, interests, claims and other property of Grantor in any manner arising out of orrelating to its interest in such LLC, whatever their respective kind or character, whether they aretangible or intangible property, and wheresoever they may exist or be located, further including,without limitation, all of the rights of Grantor as a member of such LLC: (i) to (x) receive moneydue and to become due (including without limitation dividends, distributions, interest, income fromLLC properties and operations, proceeds of sale of LLC assets and return of capital) under orpursuant to such LLC Agreement, (y) receive payments upon termination of such LLC Agreement, and(z) receive any other payments or distributions, whether cash or noncash, in respect of Grantor’smembership interest evidenced by such LLC Agreement; (ii) in and with respect to claims and causesof action arising out of or relating to such LLC; and (iii) to have access to such LLC’s books andrecords and to other information concerning or affecting such LLC; and additionally includingwithout limitation any “certificate of interest” or “certificates of interest” (or othercertificates or instruments however designated or titled) issued by or on behalf of any LLC andevidencing Grantor’s interest as a member of such LLC (collectively, the “CERTIFICATE” with respectto such LLC or Subsidiary) and any interest of Grantor in the entries on the books of such LLC orof any financial intermediary pertaining to Grantor’s interest as a member of such LLC; and          (l) all proceeds, products, rents and profits of or from any and all of the foregoingCollateral and, to the extent not otherwise included, all payments under insurance (whether or notSecured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reasonof loss or damage to or otherwise with respect to any of the foregoing Collateral.For purposes of this Agreement, the term “proceeds” includes whatever is receivable or receivedwhen Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether suchdisposition is voluntary or involuntary.     SECTION 2. SECURITY FOR OBLIGATIONS.          (a) This Agreement secures, and the Collateral is collateral security for, the prompt paymentor performance in full when due, whether at stated maturity, by required prepayment, declaration,acceleration, demand or otherwise (including the payment of amounts
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that would become due but for the operation of the automatic stay under Section 362(a) of theBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature ofGrantor now or hereafter existing under or arising out of in connection with, or related to thePromissory Note, and all or any portion of such obligations or liabilities that are paid, to theextent all or any part of such payment is avoided or recovered directly or indirectly from SecuredParty or any Lender as a preference, fraudulent transfer or otherwise (all such obligations andliabilities being the “UNDERLYING DEBT”), and all obligations of every nature of Grantor now orhereafter existing under this Agreement (all such obligations of Grantor, together with theUnderlying Debt, being the “SECURED OBLIGATIONS”).          (b) It is the parties’ desire through this Agreement to cover all of the personal property ofthe Grantor to the maximum extent permitted by law, including the provisions of Revised Article 9of the Uniform Commercial Code as presently existing or as hereafter adopted or modified.Notwithstanding the foregoing, this Agreement and the related security agreements dated of evendate herewith represent the entire agreement between the parties with respect to the subject matterherein and all oral agreements and earlier versions of this Agreement, including without limitationthat certain Amended and Restated Borrower Security Agreement dated as of July 31, 2001, shall haveno effect or validity.     SECTION 3. GRANTOR REMAINS LIABLE; NO ASSUMPTION.          (a) Anything contained herein to the contrary notwithstanding, (i) Grantor shall remain liableunder any contracts and agreements included in the Collateral, to the extent set forth therein, toperform all of its duties and obligations thereunder to the same extent as if this Agreement hadnot been executed, (ii) the exercise by Secured Party of any of its rights hereunder shall notrelease Grantor from any of its duties or obligations under the contracts and agreements includedin the Collateral, and (iii) Secured Party shall not have any obligation or liability under anycontracts and agreements included in the Collateral by reason of this Agreement, nor shall SecuredParty be obligated to perform any of the obligations or duties of Grantor thereunder or to take anyaction to collect or enforce any claim for payment assigned hereunder.          (b) Notwithstanding any of the foregoing, this Agreement shall not in any way be deemed toobligate Secured Party, any Lender or any purchaser at a foreclosure sale under this Agreement toassume any of Grantor’s obligations, duties, expenses or liabilities under the Joint VentureAgreements or the LLC Agreements (including without limitation Grantor’s obligations as a generalpartner or member for the debts and obligations of any Joint Venture or LLC and to manage thebusiness and affairs of such Joint Venture or LLC) or under any and all other agreements nowexisting or hereafter drafted or executed (collectively, the “GRANTOR OBLIGATIONS”), unless SecuredParty, any Lender or any such purchaser otherwise expressly agrees to assume any or all of saidGrantor Obligations in writing. In the event of foreclosure by Secured Party on behalf of Lenders,Grantor shall remain bound and obligated to perform the Grantor Obligations and neither SecuredParty nor any Lender shall be deemed to have assumed any of such Grantor Obligations except asprovided in the preceding sentence. Without limiting the generality of the foregoing, neither thegrant of the security interest in the Collateral in favor of Secured Party as provided herein northe exercise by Secured Party of any of its rights hereunder nor any action by Secured Party inconnection with a foreclosure on the Collateral
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shall be deemed to constitute Secured Party or any Lender a general partner or member of anyJoint Venture or a member of any LLC; provided, however, that in the event Secured Party or anypurchaser of Collateral at a foreclosure sale elects to become a substituted general partner ormember of any Joint Venture or member of any LLC in place of Grantor, Secured Party or suchpurchaser, as the case may be, shall adopt in writing the respective Joint Venture Agreement or LLCAgreement, as the case may be, and agree to be bound by the terms and provisions thereof.     SECTION 4. REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants as follows:          (a) Ownership of Collateral. Except for the security interest created by this Agreement or thePrior Security Agreement, Grantor owns the Collateral as legal and beneficial owner free and clearof any Lien. Except such as may have been filed in favor of Secured Party relating to the PriorSecurity Agreement or this Agreement, no effective financing statement or other instrument similarin effect covering all or any part of the Collateral is on file in any filing or recording office.Except for the security interest created by this Agreement or the Prior Security Agreement,Grantor’s title to the Collateral is free of all adverse claims, security interests, andrestrictions on transfer or pledge.          (b) [Reserved]          (c) Office Locations; Other Names. The chief place of business, the chief executive officeand the office where Grantor keeps its records regarding the Accounts and all originals of alltangible chattel paper (and the electronic equivalent thereof for electronic chattel paper) thatevidence Accounts is, and has been for the four month period preceding the date hereof, located atthe address specified on Schedule I annexed hereto. The state of incorporation is the stateidentified on Schedule I annexed hereto. The organization number is the number specified onSchedule I annexed hereto.          Grantor has not in the past done, and does not now do, business under any other name(including any trade-name or fictitious business name) except as set forth on Schedule II annexedhereto.          (d) Delivery of Certain Collateral. All chattel paper and all notes and other instruments(excluding checks) comprising any and all items of Collateral have been delivered to Secured Partyduly endorsed and accompanied by duly executed instruments of transfer or assignment in blank.          (e) Consents or Governmental Authorizations. No consent of any other Person (including,without limitation, any other partner or member of any Joint Venture, any member of any LLC or anycreditor of Grantor), and no authorization, approval or other action by, and no notice to or filingwith, any governmental authority or regulatory body is required for the assignment or transfer ofor the creation, attachment or perfection of a security interest in any Joint Venture, and there isno rule of law, regulation or statute that prohibits or restricts any of the foregoing.          (f) [Reserved]
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          (g) [Reserved]          (h) Joint Venture Agreements. The Joint Venture Agreements, true and complete copies of whichhave been furnished to Secured Party, have been duly authorized, executed and delivered by Grantorand are in full force and effect and have not been amended or modified except as disclosed inwriting to Secured Party. No default by Grantor exists under any Joint Venture Agreement and noevent has occurred or exists that with notice or lapse of time or both, would constitute a defaultby Grantor thereunder. To the best knowledge of Grantor, except as disclosed to Secured Party, nodefault by any other partner exists under such Joint Venture Agreement and no event has occurred orexists that, with notice or lapse of time or both, would constitute a default by any other partnerthereunder.          (i) Deposit Accounts. Schedule III sets forth a complete list of all deposit accounts ofGrantor in which Grantor deposits any Accounts Receivable.          (j) Other Information. All information heretofore, herein or hereafter supplied to SecuredParty by or on behalf of Grantor with respect to the Collateral is accurate and complete in allmaterial respects.     SECTION 5. FURTHER ASSURANCES.          (a) Grantor agrees that from time to time, at the expense of Grantor, Grantor will promptlyexecute and deliver all further instruments and documents, and take all further action, thatreasonably may be necessary or desirable, or that Secured Party may request, in order to perfectand protect any security interest granted or purported to be granted hereby or to enable SecuredParty to exercise and enforce its rights and remedies hereunder with respect to any Collateral.Without limiting the generality of the foregoing, Grantor will promptly: (i) at the request ofSecured Party, mark conspicuously each item of chattel paper included in the Accounts (includingelectronically placing an identification of Secured Party on the electronic chattel paper), eachRelated Contract and each of its records pertaining to the Collateral, with a legend, in form andsubstance satisfactory to Secured Party, indicating that such Collateral is subject to the securityinterest granted hereby, (ii) at the request of Secured Party, deliver and pledge to Secured Partyhereunder all promissory notes and other instruments (including checks) and all originalcounterparts (and, for electronic chattel paper, the electronic equivalent thereof) of chattelpaper constituting Collateral, duly endorsed and accompanied by duly authenticated instruments oftransfer or assignment, all in form and substance satisfactory to Secured Party, (iii) execute andfile such financing or continuation statements, or amendments thereto, and such other instrumentsor notices, as may be necessary or desirable, or as Secured Party may request, in order to perfectand preserve the security interests granted or purported to be granted hereby, which shall bedeemed to be all assets of Grantor; (iv) take such action as Secured Party may request in order forSecured Party to obtain “control” of any and all investment property, deposit accounts, electronicchattel paper, and letter-of-credit rights (as such terms are now or hereafter defined in RevisedArticle 9 of the Uniform Commercial Code (“REVISED ARTICLE 9”) with corresponding provisions inRev. Sections 9-104, 9-105, 9-106 and 9-107 pertaining to the construction of “control” for suchitems of Collateral), (v) obtain the acknowledgement, in form and substance satisfactory to SecuredParty, of any bailee having possession of any of the Collateral that the bailee holds suchCollateral for Secured Party, (vi) at any reasonable time,
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upon request by Secured Party, exhibit the Collateral to and allow inspection of theCollateral by Secured Party, or persons designated by Secured Party, and (vii) at Secured Party’srequest, appear in and defend any action or proceeding that may affect Grantor’s title to orSecured Party’s security interest in all or any part of the Collateral.          (b) Grantor hereby authorizes Secured Party to file one or more financing or continuationstatements, and amendments thereto, relative to all or any part of the Grantor’s assets, withoutthe signature of Grantor. Grantor agrees that a carbon, photographic, electronic or otherreproduction of this Agreement or of a financing statement executed or authenticated by Grantorshall be sufficient as a financing statement and may be filed as a financing statement in any andall jurisdictions.          (c) Grantor will furnish to Secured Party from time to time statements and schedules furtheridentifying and describing the Collateral and such other reports in connection with the Collateralas Secured Party may reasonably require, all in reasonable detail. Grantor will furnish to SecuredParty, within sixty (60) days following execution of this Agreement, thereafter on an annual basiswithin sixty (60) days following the close of each of Grantor’s fiscal years, and at suchadditional times as the Secured Party may reasonably require, a complete listing of each AccountDebtor, including each Account Debtor’s name and complete address, in both hard copy andmachine-readable magnetic media formats.     SECTION 6. CERTAIN COVENANTS OF GRANTOR. Grantor shall:          (a) not use or permit any Collateral to be used unlawfully or in violation of any provision ofthis Agreement or any applicable statute, regulation or ordinance or any policy of insurancecovering the Collateral;          (b) give Secured Party thirty (30) days prior written notice of any change in Grantor’s nameor identity, corporate form or structure, status of incorporation, state in which it is located,organization number, chief place of business, chief executive office or residence or the officewhere Grantor keeps its records regarding the Accounts and all originals of all chattel paper thatevidence Accounts;          (c) pay promptly when due all property and other taxes, assessments and governmental chargesor levies imposed upon, and all claims (including claims for labor, materials and supplies)against, the Collateral, except to the extent the validity thereof is being contested in goodfaith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies orclaims not later than five days prior to the date of any proposed sale under any judgment, writ orwarrant of attachment entered or filed against Grantor or any of the Collateral as a result of thefailure to make such payment; and          (d) not without the written consent of Secured Party, which shall not unreasonably withheld,(i) cancel or terminate any Joint Venture Agreement or consent to or accept any cancellation ortermination thereof, (ii) sell, assign (by operation of law or otherwise) or otherwise dispose ofany part of its general partnership or membership interest in any Joint Venture unless the netproceeds of such disposition are paid to the Lenders, (iii) amend, supplement or otherwise modifyany Joint Venture Agreement (as in effect on the date hereof)
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except amendments that are immaterial and would not have a material adverse effect on thebusiness, operations, property, assets, liability (contingent or otherwise), condition (financialor otherwise) or prospects of the Grantor and subsidiaries taken as a whole, (iv) waive any defaultunder or breach of any Joint Venture Agreement or waive, fail to enforce, forgive or release anyright, interest or entitlement of any kind, howsoever arising, under or in respect of any JointVenture Agreement or vary or agree to the variation in any respect of any of the provisions of anyJoint Venture Agreement or of the performance of any other Person under any Joint VentureAgreement, or (v) petition, request or take any other legal or administrative action that seeks, ormay reasonably be expected, to rescind, terminate or suspend any Joint Venture Agreement or toamend or modify any Joint Venture Agreement;          (e) at its expense (i) perform and comply in all material respects with all terms andprovisions of any Joint Venture Agreement required to be performed or complied with by it, (ii)except as otherwise provided for herein, maintain any Joint Venture Agreement in full force andeffect, (iii) enforce any Joint Venture Agreement in accordance with its terms, and (iv) take allsuch action to that end as from time to time may be reasonably requested by Secured Party;          (f) not permit any Joint Venture to enter into any transaction of merger or consolidation, orvoluntarily liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution);          (g) deposit all accounts receivable other than accounts receivable related to Joint Venturesin one of the deposit accounts specified on Schedule III governed by either a control agreement;provided, however, that Grantor shall be permitted (i) to maintain up to an aggregate of $5,000,000in deposit accounts with financial institutions that have not executed a control agreement orcollection bank agreement and (ii) to maintain up to $1,500,000 in deposit accounts on behalf ofany Joint Venture.          (h) direct the payor of any accounts receivable other than accounts receivable related toJoint Ventures to be paid by wire transfer to make such wire transfer directly to the concentrationaccount of the Borrower governed by the Concentration Bank Agreement; and          (i) at any time, if Grantor acquires a commercial tort claim (as such term is defined inRevised Article 9 with corresponding provision in Rev. Section 9-102(a)(13), regardless of whetherRevised Article 9 is in effect in any jurisdiction relevant hereto), provide written notificationto Secured Party, such notification to include details thereof, and Grantor shall grant to SecuredParty in such writing a first priority perfected security interest therein and in the proceedsthereof, all upon the terms of this Agreement, with such writing to be in form and substancesatisfactory to Secured Party.     SECTION 7. SPECIAL COVENANTS WITH RESPECT TO EQUIPMENT AND INVENTORY. Grantor shall:          (a) cause the Equipment to be maintained and preserved in merchantable quality, and shallforthwith, or, in the case of any loss or damage to any of the Equipment when subsection (c) ofSection 8 is not applicable, as quickly as practicable after the occurrence
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thereof, make or cause to be made all repairs, replacements and other improvements inconnection therewith that are necessary or desirable to such end. Grantor shall promptly furnish toSecured Party a statement respecting any material loss or damage to any of the Equipment;          (b) keep correct and accurate records of the Inventory, itemizing and describing the kind,type and quantity of Inventory, Grantor’s cost therefor and (where applicable) the current listprices for the Inventory;          (c) upon the occurrence of an Event of Default, if any Inventory is in possession or controlof any of Grantor’s agents or processors, instruct such agent or processor to hold all suchInventory for the account of Secured Party and subject to the instructions of Secured Party; and          (d) promptly upon the issuance and delivery to Grantor of any Negotiable Document of Title,deliver such Negotiable Document of Title to Secured Party.     SECTION 8. INSURANCE.          (a) Grantor shall, at its own expense, maintain insurance in amounts and on terms that arecommercially reasonable in Grantor’s industry with respect to the Equipment and Inventory; providedthat Grantor may self-insure against risks consistent with standard industry practices forcompanies in the same or similar businesses. Such insurance shall include, without limitation,property damage insurance and liability insurance. Each policy for property damage insurance shallprovide for all losses to be paid directly to Secured Party. Each policy shall in addition nameGrantor and Secured Party as insured parties thereunder (without any representation or warranty byor obligation upon Secured Party) as their interests may appear and have attached thereto a losspayable clause acceptable to Secured Party that shall (i) contain an agreement by the insurer thatany loss thereunder shall be payable to Secured Party notwithstanding any action, inaction orbreach of representation or warranty by Grantor, (ii) provide that there shall be no recourseagainst Secured Party for payment of premiums or other amounts with respect thereto, and (iii)provide that at least 30 days’ prior written notice of cancellation, material amendment, reductionin scope or limits of coverage or of lapse shall be given to Secured Party by the insurer. Grantorshall, if so requested by Secured Party, deliver to Secured Party original or duplicate policies ofsuch insurance and, as often as Secured Party may reasonably request, a report of a reputableinsurance broker with respect to such insurance. Further, Grantor shall, at the request of SecuredParty, duly execute and deliver instruments of assignment of such insurance policies to comply withthe requirements of Section 5(a) and cause the respective insurers to acknowledge notice of suchassignment.          (b) Reimbursement under any liability insurance maintained by Grantor pursuant to this Section8 may be paid directly to the Person who shall have incurred liability covered by such insurance.In case of any loss involving damage to Equipment or Inventory when subsection (c) of this Section8 is not applicable, Grantor shall make or cause to be made the necessary repairs to orreplacements of such Equipment or Inventory, and any proceeds of insurance maintained by Grantorpursuant to this Section 8 shall be paid to Grantor as reimbursement for the costs of such repairsor replacements.
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          (c) Upon (i) the occurrence and during the continuation of any Event of Default or (ii) theactual or constructive loss in excess of $100,000 per occurrence of any Equipment or Inventory, allinsurance payments in respect of such Equipment or Inventory shall be paid to and applied bySecured Party as specified in Section 20.     SECTION 9. SPECIAL COVENANTS WITH RESPECT TO ACCOUNTS AND RELATED CONTRACTS.          (a) Grantor shall remain organized under the laws of the state in which they are currentlyorganized. Grantor will hold and preserve such records and chattel paper and will permitrepresentatives of Secured Party at any time during normal business hours upon reasonable notice tothe Grantor to inspect and make abstracts from such records and chattel paper. Promptly upon therequest of Secured Party, Grantor shall deliver to Secured Party complete and correct copies ofeach Related Contract.          (b) Grantor shall, for not less than 5 years from the date on which such Account arose,maintain (i) complete records of each Account, including records of all payments received, creditsgranted and merchandise returned, and (ii) all documentation relating thereto.          (c) Except as otherwise provided in this subsection (c), Grantor shall continue to collect, atits own expense, all amounts due or to become due to Grantor under the Accounts and RelatedContracts. In connection with such collections, Grantor may take such action as Grantor may deemnecessary or advisable to enforce collection of amounts due or to become due under the Accounts;provided, however, that Secured Party shall have the right at any time, upon the occurrence andduring the continuation of an Event of Default and upon written notice to Grantor of its intentionto do so, to notify the account debtors or obligors under any Accounts of the assignment of suchAccounts to Secured Party and to direct such account debtors or obligors to make payment of allamounts due or to become due to Grantor thereunder directly to Secured Party, to notify each personmaintaining a lockbox or similar arrangement to which account debtors or obligors under anyAccounts have been directed to make payment to remit all amounts representing collections on checksand other payment items from time to time sent to or deposited in such lockbox or other arrangementdirectly to Secured Party and, upon such notification and at the expense of Grantor, to enforcecollection of any such Accounts and to adjust, settle or compromise the amount or payment thereof,in the same manner and to the same extent as Grantor might have done. After receipt by Grantor ofthe notice from Secured Party referred to in the proviso to the preceding sentence, (i) all amountsand proceeds (including checks and other instruments) received by Grantor in respect of theAccounts and the Related Contracts shall be received in trust for the benefit of Secured Partyhereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over ordelivered to Secured Party in the same form as so received (with any necessary endorsement) to beheld as cash Collateral and applied as provided by Section 20, and (ii) Grantor shall not adjust,settle or compromise the amount or payment of any Account, or release wholly or partly any accountdebtor or obligor thereof, or allow any credit or discount thereon.
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     SECTION 10. SPECIAL PROVISIONS WITH RESPECT TO THE ASSIGNED AGREEMENTS.          (a) Grantor shall at its expense:               (i) perform and observe all terms and provisions of the Assigned Agreements to be performed orobserved by it, maintain the Assigned Agreements in full force and effect, enforce the AssignedAgreements in accordance with their terms, and take all such action to such end as may be from timeto time requested by Secured Party; and               (ii) furnish to Secured Party, promptly upon receipt thereof, copies of all notices, requestsand other documents received by Grantor under or pursuant to the Assigned Agreements, and from timeto time (A) furnish to Secured Party such information and reports regarding the Assigned Agreementsas Secured Party may reasonably request and (B) upon request of Secured Party make such demands andrequests for information and reports or for action as Grantor is entitled to make under theAssigned Agreements.          (b) Upon and during the continuance of an Event of Default, Grantor shall not:               (i) cancel or terminate any of the Assigned Agreements or consent to or accept anycancellation or termination thereof,               (ii) materially amend or otherwise materially modify the Assigned Agreements or give anyconsent, waiver or approval thereunder;               (iii) waive any default under or breach of the Assigned Agreements;               (iv) consent to or permit or accept any prepayment of amounts to become due under or inconnection with the Assigned Agreements, except as expressly provided therein; or               (v) take any other action in connection with the Assigned Agreements that would impair thevalue of the interest or rights of Grantor thereunder or that would impair the interest or rightsof Secured Party.     SECTION 11. DEPOSIT ACCOUNTS. Upon the occurrence and during the continuation of an Event ofDefault, Secured Party may exercise dominion and control over, and refuse to permit furtherwithdrawals (whether of money, securities, instruments or other property) from any deposit accountsmaintained with Secured Party constituting part of the Collateral. Secured Party may, to thefullest extent, further exercise offset rights with respect to such deposit accounts.     SECTION 12. LICENSE OF PATENTS, TRADEMARKS, COPYRIGHTS. Grantor hereby assigns, transfers andconveys to Secured Party, effective upon the occurrence of and during the continuance of any Eventof Default, the nonexclusive right and license to use all trademarks, tradenames, copyrights,patents or technical processes owned or used by Grantor that relate to the Collateral and any othercollateral granted by Grantor as security for the
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Secured Obligations, together with any goodwill associated therewith, all to the extentnecessary to enable Secured Party to use, possess and realize on the Collateral and to enable anysuccessor or assign to enjoy the benefits of the Collateral. This right and license shall inure tothe benefit of all successors, assigns and transferees of Secured Party and its successors, assignsand transferees, whether by voluntary conveyance, operation of law, assignment, transfer,foreclosure, deed in lieu of foreclosure or otherwise. Such right and license is granted free ofcharge, without requirement that any monetary payment whatsoever be made to Grantor.     SECTION 13. TRANSFERS AND OTHER LIENS. Grantor shall not:          (a) without the consent of Secured Party, not to be unreasonably withheld, sell, lease,license, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateralother than in the ordinary course of business; or          (b) except for the security interest created by this Agreement, create or suffer to exist anylien upon or with respect to any of the Collateral to secure the indebtedness or other obligationsof any Person, other than (i) liens in existence on the date hereof, (ii) liens for taxes not yetdue or being contested in good faith, (iii) liens on assets purchased with nonrecourse purchasemoney indebtedness, (iv) liens imposed by law, in the ordinary course of business that are beingcontested in good faith or do not materially detract from the value of the Collateral, and (v)liens relating to bankers liens and other rights of setoff.     SECTION 14. VOTING RIGHTS; PROFITS, INTEREST AND DIVIDENDS.          (a) So long as no Event of Default shall have occurred and be continuing:               (i) Grantor shall be entitled to exercise any and all voting and other consensual rightspertaining to the Collateral or any part thereof (including without limitation rights of approvalarising under any Joint Venture Agreement or LLC Agreement and the right to manage and administerthe business of any Joint Venture or LLC) for any purpose not inconsistent with the terms of thisAgreement; provided, however, that Grantor shall not exercise or refrain from exercising any suchright if Secured Party shall have notified Grantor that, in Secured Party’s judgment, such actionwould have a material adverse effect on the value of the Collateral or any part thereof; andprovided, further, that Grantor shall give Secured Party at least five business days’ prior writtennotice of the manner in which it intends to exercise, or the reasons for refraining fromexercising, any such right. It is understood, however, that neither (A) the voting by Grantor foror Grantor’s consent to the election of directors at a regularly scheduled annual or other meetingof stockholders or with respect to incidental matters at any such meeting nor (B) Grantor’s consentto or approval of any action in the ordinary course of business otherwise permitted under thisAgreement shall be deemed inconsistent with the terms of this Agreement within the meaning of thisSection 14(a)(i), and no notice of any such voting or consent need be given to Secured Party;               (ii) Grantor shall be entitled to receive, retain and utilize any and all payments, includingbut not limited to profits, dividends and other distributions, paid in respect of the Collateral;provided, however, that any and all
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                    (A) profits, dividends, and other distributions paid or payable other than in cash in respectof, and instruments and other property received, receivable or otherwise distributed in respect of,or in exchange for, any Collateral,                    (B) profits, dividends and other distributions paid or payable in cash in respect of anyCollateral in connection with a partial or total liquidation or dissolution or in connection with areduction of capital, and                    (C) cash paid, payable or otherwise distributed in redemption of or in exchange for anyCollateral, shall be, and shall forthwith be delivered to Secured Party to hold as Collateral (inthe case of paragraph (A) or apply in accordance with Section 20(in the case of paragraphs (B) and(C)) and shall, if received by Grantor, be received in trust for the benefit of Secured Party, besegregated from the other property or funds of Grantor and be forthwith delivered to Secured Partyas Collateral in the same form as so received (with all necessary endorsements).               (iii) Secured Party shall execute and deliver (or cause to be executed and delivered) toGrantor all such proxies and other instruments as Grantor may from time to time reasonably requestfor the purpose of enabling Grantor to exercise the voting and other consensual rights that it isentitled to exercise pursuant to Section 14(a)(i) and to receive the profits, dividends and otherdistributions that it is authorized to receive and retain pursuant to Section 14(a)(ii).          (b) Upon the occurrence and during the continuation of an Event of Default:               (i) upon written notice from Secured Party to Grantor, any or all rights of Grantor toexercise the voting and other consensual rights, and the rights to manage and administer thebusiness and affairs of the Joint Ventures and LLCs, that they would otherwise be entitled toexercise pursuant to Section 14(a)(i) shall cease, and all such rights (or such of those rights asSecured Party may have elected) shall thereupon become vested in Secured Party who shall thereuponhave the sole right to exercise such voting and other consensual rights, subject to any enforceableprovisions of the Joint Venture Agreements;               (ii) all rights of Grantor to receive any and all payments under or in connection with anyJoint Venture Agreement and LLC Agreement, including but not limited to the profits, dividends, andother distributions that they otherwise would be authorized to receive and retain pursuant toSection 14(a)(ii), shall cease, and all such rights shall thereupon become vested in Secured Partywho shall thereupon have the sole right to receive and hold such payments as Collateral; and               (iii) all payments that are received by Grantor contrary to the provisions of Section14(b)(ii) are received in trust for the benefit of Secured Party, shall be segregated from otherfunds of Grantor and shall be forthwith paid over to Secured Party as Collateral in the same formas so received (with any necessary endorsement).     SECTION 15. ASSIGNMENT OF CONCENTRATION AND COLLECTION ACCOUNTS. In addition to, and not byway of limitation of, the granting of a security interest in the Collateral pursuant to Section 1,Grantor hereby grants, sells, conveys, transfers, assigns
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and sets over to Secured Party, for its benefit and the ratable benefit of Lenders, all ofGrantor’s right, title and interest in and to all deposit accounts, including all deposit accountsmaintained at PNC Bank, National Association, and its successors and assigns for the concentrationand collection of funds, all deposit accounts maintained with Lenders and their successors andassigns for the concentration and collection of funds or otherwise, including without limitation,all deposit accounts maintained with Bankers Trust Company and its successors and assigns.     SECTION 16. SECURED PARTY APPOINTMENT ATTORNEY-IN-FACT. Upon the occurrence and during thecontinuation of an Event of Default, Grantor hereby irrevocably appoints Secured Party as Grantor’sattorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor,Secured Party or otherwise, from time to time in Secured Party’s discretion to take any action andto execute any instrument that Secured Party may deem necessary or advisable to accomplish thepurposes of this Agreement, including without limitation:          (a) to obtain and adjust insurance required to be maintained by Grantor or paid to SecuredParty pursuant to Section 8;          (b) to ask for, demand, collect, sue for, recover, compound, receive and give acquittance andreceipts for moneys due and to become due under or in respect of any of the Collateral;          (c) to receive, endorse and collect (i) any drafts or other instruments, documents and chattelpaper in connection with clauses (a) and (b) above and (ii) all instruments made payable to Grantorrepresenting any payment of profits, dividends or any other distribution in respect of any of theCollateral;          (d) to file any claims or take any action or institute any proceedings that Secured Party maydeem necessary or desirable for the collection of any of the Collateral or otherwise to enforce therights of Secured Party with respect to any of the Collateral;          (e) to pay or discharge taxes or liens levied or placed upon or threatened against theCollateral, the legality or validity thereof and the amounts necessary to discharge the same to bedetermined by Secured Party in its sole discretion, any such payments made by Secured Party tobecome obligations of Grantor to Secured Party, due and payable immediately without demand;          (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage orwarehouse receipts, drafts against debtors, assignments, verifications and notices in connectionwith Accounts and other documents relating to the Collateral; and          (g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise dealwith any of the Collateral as fully and completely as though Secured Party were the absolute ownerthereof for all purposes, and to do, at Secured Party’s option and Grantor’s expense, at any timeor from time to time, all acts and things that Secured Party deems necessary to protect, preserveor realize upon the Collateral and Secured Party’s security interest therein in order to effect theintent of this Agreement, all as fully and effectively as Grantor might do.
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     SECTION 17. SECURED PARTY MAY PERFORM. If Grantor fails to perform any agreement containedherein, Secured Party upon ten (10) days prior written notice to Grantor may itself perform, orcause performance of, such agreement, and the reasonable expenses of Secured Party incurred inconnection therewith shall be payable by Grantor.     SECTION 18. STANDARD OF CARE. The powers conferred on Secured Party hereunder are solely toprotect its interest in the Collateral and shall not impose any duty upon it to exercise any suchpowers. Except for the exercise of reasonable care in the custody of any Collateral in itspossession and the accounting for moneys actually received by it hereunder, Secured Party shallhave no duty as to any Collateral or as to the taking of any necessary steps to preserve rightsagainst prior parties or any other rights pertaining to any Collateral. Secured Party shall bedeemed to have exercised reasonable care in the custody and preservation of Collateral in itspossession if such Collateral is accorded treatment substantially equal to that which Secured Partyaccords its own property.     SECTION 19. REMEDIES.          (a) If any Event of Default shall have occurred and be continuing, Secured Party may exercisein respect of the Collateral, in addition to all other rights and remedies provided for herein orotherwise available to it under applicable law, all the rights and remedies of a secured party ondefault under the Uniform Commercial Code as in effect in any relevant jurisdiction (the “CODE”)(whether or not the Code applies to the affected Collateral), and also may (i) require Grantor to,and Grantor hereby agrees that it will at its expense and upon request of Secured Party forthwith,assemble all or part of the Collateral as directed by Secured Party and make it available toSecured Party at a place to be designated by Secured Party that is reasonably convenient to bothparties, (i) enter onto the property where any Collateral is located and take possession thereofwith or without judicial process, (iii) prior to the disposition of the Collateral, store, process,repair or recondition the Collateral or otherwise prepare the Collateral for disposition in anymanner to the extent Secured Party deems appropriate, (iv) take possession of Grantor’s premises orplace custodians in exclusive control thereof remain on such premises and use the same and any ofGrantor’s equipment for the purpose of completing any work in process, taking any actions describedin the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice exceptas specified below, sell the Collateral or any part thereof in one or more parcels at public orprivate sale, at any exchange or broker’s board or at any of Secured Party’s offices or elsewhere,for cash, on credit or for future delivery, at such time or times and at such price or prices andupon such other terms as Secured Party may deem commercially reasonable irrespective of the impactof any such sales on the market price of such Collateral. Secured Party has no obligation to cleanup or otherwise prepare the Collateral for sale. Secured Party or any Lender may be the purchaserof any or all of the Collateral at any such sale and Secured Party, as agent for and representativeof Lenders, shall be entitled, for the purpose of bidding and making settlement or payment of thepurchase price for all or any portion of the Collateral sold at any such public sale, to use andapply any of the Secured Obligations as a credit on account of the purchase price for anyCollateral payable by Secured Party at such sale. Each purchaser at any such sale shall hold theproperty sold absolutely free from any claim or right on the part of Grantor, and Grantor herebywaives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisalwhich it now has or may at any time in the future have under any rule of law or statute nowexisting or hereafter enacted. Grantor agrees
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that, to the extent notice of sale shall be required by law, at least ten days’ notice toGrantor of the time and place of any public sale or the time after which any private sale is to bemade shall constitute reasonable notification. Secured Party shall not be obligated to make anysale of Collateral regardless of notice of sale having been given. Secured Party may adjourn anypublic or private sale from time to time by announcement at the time and place fixed therefor, andsuch sale may, without further notice, be made at the time and place to which it was so adjourned.Grantor hereby waives any claims against Secured Party arising by reason of the fact that the priceat which any Collateral may have been sold at such a private sale was less than the price whichmight have been obtained at a public sale, even if Secured Party accepts the first offer receivedand does not offer such Collateral to more than one offeree. Grantor waives any right that it mayhave to require Secured Party to pursue any third person for any of the Secured Obligations. If theproceeds of any sale or other disposition of the Collateral are insufficient to pay all the SecuredObligations, Grantor shall be liable for the deficiency and the reasonable fees of any attorneysemployed by Secured Party to collect such deficiency.          (b) Grantor recognizes that, by reason of certain prohibitions contained in the Securities Actof 1933, as from time to time amended (the “SECURITIES ACT”), and applicable state securities laws,Secured Party may be compelled, with respect to any sale of all or any part of the Collateralconducted without prior registration or qualification of such Collateral under the Securities Actand/or such state securities laws, to limit purchasers to those who will agree, among other things,to acquire the Collateral for their own account, for investment and not with a view to thedistribution or resale thereof. Grantor acknowledges that any such private sales may be at pricesand on terms less favorable than those obtainable through a public sale without such restrictions(including, without limitation, a public offering made pursuant to a registration statement underthe Securities Act) and, notwithstanding such circumstances, Grantor agrees that any such privatesale shall be deemed to have been made in a commercially reasonable manner and that Secured Partyshall have no obligation to engage in public sales and no obligation to delay the sale of anyCollateral for the period of time necessary to permit any Joint Venture or LLC to register it for aform of public sale requiring registration under the Securities Act or under applicable statesecurities laws, even if such Joint Ventures or LLCs would, or should, agree to so register it.          (c) If Secured Party determines to exercise its right to sell any or all of the Collateral,upon written request, Grantor shall and shall cause all Joint Ventures from time to time to furnishto Secured Party all such information as Secured Party may request in order to determine the numberand nature of the interests included in the Collateral that may be sold by Secured Party in exempttransactions under the Securities Act and the rules and regulations of the Securities and ExchangeCommission thereunder, as the same are from time to time in effect.For purposes of this Agreement, “DEFAULT” or “EVENT OF DEFAULT” shall mean Grantor’s failure to paywhen due any amounts owed to Secured Party under the Promissory Note.     SECTION 20. APPLICATION OF PROCEEDS. Except as expressly provided elsewhere in thisAgreement, all proceeds received by Secured Party in respect of any sale of, collection from, orother realization upon all or any part of the Collateral may, in the discretion of Secured Party,be held by Secured Party as Collateral for, and/or then, or at any other time
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thereafter, applied in full or in part by Secured Party against, the Secured Obligations inthe following order of priority:FIRST: To the payment of all costs and expenses of such sale,collection or other realization, including reasonable compensationto Secured Party and its agents and counsel, and all other expenses,liabilities and advances made or incurred by Secured Party inconnection therewith, and all advances made by Secured Partyhereunder for the account of Grantor, and to the payment of allcosts and expenses paid or incurred by Secured Party in connectionwith the exercise of any right or remedy hereunder;SECOND: To the payment of all other Secured Obligations (for theratable benefit of the holders thereof) in such order as SecuredParty shall elect; andTHIRD: To the payment to or upon the order of Grantor, or towhosoever may be lawfully entitled to receive the same or as a courtof competent jurisdiction may direct, of any surplus then remainingfrom such proceeds.     SECTION 21. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create acontinuing security interest in the Collateral and shall (a) remain in full force and effect untilthe indefeasible payment in full of the Secured Obligations, (b) be binding upon Grantor, itssuccessors and assigns, and (c) inure, together with the rights and remedies of Secured Partyhereunder, to the benefit of Secured Party and its successors, transferees and assigns. Withoutlimiting the generality of the foregoing clause (c), any Lender may assign or otherwise transferany Note held by it to any other Person, and such other person shall thereupon become vested withall the benefits in respect thereof granted to Lenders herein or otherwise. Upon the indefeasiblepayment in full of all Secured Obligations, the security interest granted hereby shall terminateand all rights to the Collateral shall revert to Grantor. Upon any such termination Secured Partywill, at Grantor’s expense, execute and deliver to Grantor such documents as Grantor shallreasonably request to evidence such termination.     SECTION 22. SECURED PARTY AS AGENT.          (a) Secured Party has been appointed to act as Secured Party hereunder by Lenders. SecuredParty shall be obligated, and shall have the right hereunder, to make demands, to give notices, toexercise or refrain from exercising any rights, and to take or refrain from taking any action(including, without limitation, the release or substitution of Collateral), solely in accordancewith this Agreement.          (b) Secured Party shall have the right to resign its duties hereunder by giving Grantor andthe Lenders fifteen (15) days written notice. Upon notice of any Secured Party’s resignation, theLenders shall appoint a successor to the Secured Party who shall be a commercial bank or trustcompany reasonably acceptable to Grantor. If no successor is appointed by the Lenders and foundacceptable to Grantor by the twentieth (20th) business day after the
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date of such notice of resignation, the Secured Party’s resignation shall become effective andthe Lenders shall thereafter perform all the duties of the Secured Party hereunder until such time,if any, as the Lenders appoint a successor to the Secured Party as provided above and providedfurther that Lenders’ collective expenses, costs and fees payable by Grantor while acting asSecured Party hereunder may not materially exceed those of the initial Secured Party.     SECTION 23. CONFLICT WITH TRADEMARK SECURITY AGREEMENT. To the extent that the provisions ofthis Agreement with respect to that Collateral described in Section 1(f) hereof conflict with theprovisions of any Trademark Security Agreement (the “TRADEMARK SECURITY AGREEMENT”), the provisionsof the Trademark Security Agreement shall control. Nothing in the foregoing sentence shall affectthe validity or enforceability of any provision of this Agreement with respect to any otherCollateral.     SECTION 24. AMENDMENTS. No amendment or waiver of any provision of this Agreement, or consentto any departure by Grantor herefrom, shall in any event be effective unless the same shall be inwriting and signed by Secured Party, and then such waiver or consent shall be effective only in thespecific instance and for the specific purpose for which it was given.     SECTION 25. NOTICES. Any notice or other communication herein required or permitted to begiven shall be in writing and may be personally served, or sent by facsimile transmission or UnitedStates mail or courier service and shall be deemed to have been given when delivered in person orby courier service, upon receipt of facsimile transmission, or three Business Days after depositingit in the United States mail with postage prepaid and properly addressed. For the purposes hereof,the address of each party hereto shall be as set forth under such party’s name on the signaturepages hereof or, as to either party, such other address as shall be designated by such party in awritten notice delivered to the other party hereto.     SECTION 26. FAILURE OF INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay on thepart of Secured Party in the exercise of any power, right or privilege hereunder shall impair suchpower, right or privilege or be construed to be a waiver of any default or acquiescence therein,nor shall any single or partial exercise of any such power, right or privilege preclude any otheror further exercise thereof or of any other power, right or privilege. All rights and remediesexisting under this Agreement are cumulative to, and not exclusive of, any rights or remediesotherwise available.     SECTION 27. SEVERABILITY. In case any provision in or obligation under this Agreement shallbe invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceabilityof the remaining provisions or obligations, or of such provision or obligation in any otherjurisdiction, shall not in any way be affected or impaired thereby.     SECTION 28. HEADINGS. Section and subsection headings in this Agreement are included hereinfor convenience of reference only and shall not constitute a part of this Agreement for any otherpurpose or be given any substantive effect.     SECTION 29. GOVERNING LAW; TERMS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS AGREEMENT SHALLBE GOVERNED BY, AND SHALL BE
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CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TENNESSEE,WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. NOTWITHSTANDING THE FOREGOING, THE SECURITYINTERESTS GRANTED HEREUNDER SHALL BE GOVERNED AND DETERMINED BY THE UNIFORM COMMERCIAL CODE INEFFECT IN DELAWARE, AS SUCH CODE MAY BE AMENDED (INCLUDING AMENDMENTS RELATED TO REVISED ARTICLE 9)OR SUCH OTHER APPLICABLE LAW (AS AMENDED) THAT INCREASES THE VALIDITY AND ENFORCEABILITY OF THESECURITY INTERESTS GRANTED HEREUNDER, IT BEING THE INTENT OF THE PARTIES THAT THE SECURITYINTERESTS HEREUNDER BE GIVEN THE BROADEST POSSIBLE SCOPE. Unless otherwise defined herein,capitalized terms used in Articles 8 and 9 of the Uniform Commercial Code, as it is currentlyenacted or may hereafter be amended, under the laws of the State of Delaware shall have themeanings set forth therein.     SECTION 30. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ALL JUDICIAL PROCEEDINGS BROUGHTAGAINST GRANTOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT IN AN APPROPRIATEFORUM IN NASHVILLE, DAVIDSON COUNTY, TENNESSEE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENTGRANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENSAND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THISAGREEMENT. Grantor hereby agrees that service of all process in any such proceeding in any suchcourt may be made by registered or certified mail, return receipt requested, to Grantor at itsaddress provided below, being hereby acknowledged by Grantor to be sufficient for personaljurisdiction in any action against Grantor in any such court and to be otherwise effective andbinding service in every respect. Nothing herein shall affect the right to serve process in anyother manner permitted by law.     SECTION 31. WAIVER OF JURY TRIAL. GRANTOR AND SECURED PARTY HEREBY AGREE TO WAIVE THEIRRESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THISAGREEMENT. The scope of this waiver is intended to be all encompassing of any and all disputes thatmay be filed in any court and that relate to the subject matter of this transaction, includingwithout limitation contract claims, tort claims, breach of duty claims, and all other common lawand statutory claims. Grantor and Secured Party each acknowledge that this waiver is a materialinducement for Grantor and Secured Party to enter into a business relationship, that Grantor andSecured Party have already relied on this waiver in entering into this Agreement and that each willcontinue to rely on this waiver in their related future dealings. Grantor and Secured Party furtherwarrant and represent that each has reviewed this waiver with its legal counsel, and that eachknowingly and voluntarily waives its jury trial rights following consultation with legal counsel.THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, ANDTHIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TOTHIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to atrial by the court.
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     SECTION 32. COUNTERPARTS. This Agreement may be executed in one or more counterparts and bydifferent parties hereto in separate counterparts, each of which when so executed and deliveredshall be deemed an original, but all such counterparts together shall constitute but one and thesame instrument; signature pages may be detached from multiple separate counterparts and attachedto a single counterpart so that all signature pages are physically attached to the same document.Delivery of an executed counterpart to this Agreement by facsimile transmission shall be effectiveas delivery of a manually executed counterpart of this Agreement.[Remainder of page intentionally left blank]
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     IN WITNESS WHEREOF, Grantor and Secured Party have caused this Agreement to be duly executedand delivered by their respective officers thereunto duly authorized as of the date first writtenabove.      BANK OF MONTREAL,