SUBSTANTIALLY ALL OF ARTICLE 9 AS
CONTAINED IN THE 2000 OFFICIAL TEXT OF THE UNIFORM COMMERCIAL CODE, AS
RECOMMENDED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS
AND THE AMERICAN LAW INSTITUTE, TOGETHER WITH ANY SUBSEQUENT AMENDMENTS OR
MODIFICATIONS TO THE OFFICIAL TEXT.
2.
REAFFIRMATION AND GRANT OF LIEN.
(A)
TO SECURE THE PAYMENT, PERFORMANCE AND
OBSERVANCE OF ALL OF THE OBLIGATIONS AND ALL RENEWALS, EXTENSIONS,
RESTRUCTURINGS AND REFINANCINGS THEREOF, GRANTOR HEREBY CONFIRMS AND REAFFIRMS
THE GRANT OF THE SECURITY INTERESTS HERETOFORE GRANTED BY IT UNDER THE ORIGINAL
SECURITY AGREEMENT, AGREES THAT SUCH LIENS CONTINUE TO SECURE THE OBLIGATIONS
UNDER THE CREDIT AGREEMENT AND, FOR THE AVOIDANCE OF DOUBT BUT WITHOUT IN ANY
MANNER LIMITING, QUALIFYING, PREJUDICING OR OTHERWISE AFFECTING THE PREVIOUS
GRANT BY GRANTOR UNDER THE ORIGINAL SECURITY AGREEMENT AS AFORESAID, HEREBY
GRANTS A CONTINUING SECURITY INTEREST IN, RIGHT OF SETOFF AGAINST AND AN
ASSIGNMENT TO AGENT OF ALL GRANTOR'S PERSONAL PROPERTY AND RIGHTS TO PERSONAL
PROPERTY, AND OTHER ASSETS, IN EACH CASE WHETHER NOW OWNED BY OR OWING TO, OR
HEREAFTER ACQUIRED BY OR ARISING IN FAVOR OF GRANTOR (INCLUDING UNDER ANY TRADE
NAMES, STYLES OR DERIVATIONS THEREOF), AND WHETHER OWNED OR CONSIGNED BY OR TO,
OR LEASED FROM OR TO, GRANTOR, AND REGARDLESS OF WHERE LOCATED (ALL OF WHICH
BEING HEREINAFTER COLLECTIVELY REFERRED TO AS THE "COLLATERAL"), INCLUDING:
(I)
ALL ACCOUNTS;
(II)
ALL CHATTEL PAPER;
(III)
ALL DOCUMENTS;
(IV)
ALL GENERAL INTANGIBLES (INCLUDING PAYMENT
INTANGIBLES AND SOFTWARE);
(V)
ALL GOODS (INCLUDING INVENTORY, EQUIPMENT
AND FIXTURES);
(VI)
ALL INSTRUMENTS;
(VII)
ALL INVESTMENT PROPERTY;
(VIII)
ALL DEPOSIT ACCOUNTS (AS SUCH TERM IS DEFINED IN
THE CODE) OF GRANTOR, INCLUDING BLOCKED ACCOUNTS (AS DEFINED IN SECTION 6
BELOW), CONCENTRATION ACCOUNTS (AS DEFINED IN SECTION 6 BELOW), DISBURSEMENT
ACCOUNTS, AND ALL OTHER BANK ACCOUNTS AND ALL DEPOSITS THEREIN;
(IX)
ALL MONEY, CASH OR CASH EQUIVALENTS OF
GRANTOR;
2
(X)
ALL SUPPORTING OBLIGATIONS AND
LETTER-OF-CREDIT RIGHTS OF GRANTOR; AND
(XI)
TO THE EXTENT NOT OTHERWISE INCLUDED, ALL
PROCEEDS, TORT CLAIMS, INSURANCE CLAIMS AND OTHER RIGHTS TO PAYMENT NOT
OTHERWISE INCLUDED IN THE FOREGOING AND PRODUCTS OF THE FOREGOING AND ALL
ACCESSIONS TO, SUBSTITUTIONS AND REPLACEMENTS FOR, AND RENTS AND PROFITS OF,
EACH OF THE FOREGOING.
(B)
IN ADDITION, TO SECURE THE PROMPT AND
COMPLETE PAYMENT, PERFORMANCE AND OBSERVANCE OF THE OBLIGATIONS AND IN ORDER TO
INDUCE AGENT AND LENDERS AS AFORESAID, GRANTOR HAS GRANTED TO AGENT AND, FOR THE
AVOIDANCE OF DOUBT BUT WITHOUT LIMITING OR QUALIFYING THE PREVIOUS GRANT BY
GRANTOR UNDER THE ORIGINAL SECURITY AGREEMENT, DOES HEREBY GRANT AND CONFIRM AND
REAFFIRM ITS GRANT UNDER THE ORIGINAL SECURITY AGREEMENT TO AGENT, FOR THE
BENEFIT OF AGENT AND THE LENDERS, A RIGHT OF SETOFF AGAINST THE PROPERTY OF
GRANTOR HELD BY AGENT OR ANY LENDER, CONSISTING OF PROPERTY DESCRIBED ABOVE IN
SECTION 2(A) NOW OR HEREAFTER IN THE POSSESSION OR CUSTODY OF OR IN TRANSIT TO
AGENT OR ANY LENDER, FOR ANY PURPOSE, INCLUDING SAFEKEEPING, COLLECTION OR
PLEDGE, FOR THE ACCOUNT OF GRANTOR, OR AS TO WHICH GRANTOR