OR OTHER INTEREST OR RIGHT OF ANY KIND (INCLUDING
GOODS IN WHICH THE GRANTOR HAS AN INTEREST OR RIGHT AS CONSIGNEE), AND
(III)
ALL GOODS WHICH ARE RETURNED TO OR
REPOSSESSED BY THE GRANTOR,
3
and all accessions thereto, products thereof and documents therefor (any and all
such inventory, materials, goods, accessions, products and documents being the
"Inventory");
(B)
ALL ACCOUNTS (INCLUDING
HEALTH-CARE-INSURANCE RECEIVABLES), CONTRACTS, CONTRACT RIGHTS, CHATTEL PAPER
(WHETHER TANGIBLE OR ELECTRONIC), DOCUMENTS, INSTRUMENTS AND GENERAL INTANGIBLES
(INCLUDING PAYMENT INTANGIBLES AND SOFTWARE), RENTAL AGREEMENT, OR ANY PART
THEREOF, INCLUDING, BUT NOT LIMITED TO GRANTOR'S RIGHT TO RECEIVE, EITHER
DIRECTLY OR INDIRECTLY, FROM ANY PERSON, ANY RENTS OR OTHER PAYMENTS DUE AND
PAYABLE UNDER SUCH AGREEMENTS) OF THE GRANTOR, WHETHER OR NOT ARISING OUT OF OR
IN CONNECTION WITH THE SALE OR LEASE OF GOODS OR THE RENDERING OF SERVICES, AND
ALL RIGHTS OF THE GRANTOR NOW OR HEREAFTER EXISTING IN AND TO ALL SECURITY
AGREEMENTS, GUARANTIES, LEASES AND OTHER CONTRACTS SECURING OR OTHERWISE
RELATING TO ANY SUCH ACCOUNTS, CONTRACTS, CONTRACT RIGHTS, CHATTEL PAPER,
DOCUMENTS, INSTRUMENTS AND GENERAL INTANGIBLES (ANY AND ALL SUCH ACCOUNTS,
CONTRACTS, CONTRACT RIGHTS, CHATTEL PAPER, DOCUMENTS, INSTRUMENTS AND GENERAL
INTANGIBLES BEING THE "RECEIVABLES", AND ANY AND ALL SUCH SECURITY AGREEMENTS,
GUARANTIES, LEASES AND OTHER CONTRACTS BEING THE "RELATED CONTRACTS");
(C)
ALL BOOKS AND RECORDS RELATING TO, USED OR
USEFUL IN CONNECTION WITH, EVIDENCING, EMBODYING, INCORPORATING OR REFERRING TO,
ANY OF THE FOREGOING IN THIS SECTION 2.1;
(D)
ALL GENERAL INTANGIBLES;
(E)
ALL INVESTMENT PROPERTY; AND
(F)
ALL PRODUCTS, RENTS, ISSUES, PROFITS,
RETURNS, INCOME AND PROCEEDS OF AND FROM ANY AND ALL OF THE FOREGOING COLLATERAL
(INCLUDING PROCEEDS WHICH CONSTITUTE PROPERTY OF THE TYPES DESCRIBED IN CLAUSES
(A), (B), (C), (D) AND (E).
Notwithstanding anything herein to the contrary, the Collateral shall exclude
(i) the Grantor's rights under contracts and agreements which by their terms
prohibit the granting of a security interest therein or assignment thereof
(except to the extent such prohibitions are ineffective under Sections 9-406,
9-407, 9-408 and 9-409 of the U.C.C. or other applicable law) and (ii) Equipment
which is the subject of a capitalized lease or purchase money financing.
SECTION 2.2.
SECURITY FOR OBLIGATIONS.
THE
SECURITY INTERESTS GRANTED HEREIN SECURE THE PAYMENT OF ALL OBLIGATIONS NOW OR
HEREAFTER EXISTING UNDER THE BMO LOAN AGREEMENT (THE "OBLIGATIONS"), WHETHER FOR
PRINCIPAL, INTEREST, REIMBURSEMENT OBLIGATIONS WITH RESPECT TO LETTERS OF
CREDIT, COSTS, FEES, EXPENSES, INDEMNITIES OR OTHERWISE.
SECTION 2.3.
CONTINUING SECURITY INTEREST;
TRANSFER OF LOAN.
THIS SECURITY AGREEMENT SHALL CREATE A SECURITY INTEREST IN
THE COLLATERAL AND SHALL:
(A)
REMAIN IN FULL FORCE AND EFFECT UNTIL THE
PAYMENT IN FULL OF ALL OBLIGATIONS (OTHER THAN CONTINGENT INDEMNIFICATION
OBLIGATIONS);
4
(B)
BE BINDING UPON THE GRANTOR, ITS SUCCESSORS,
TRANSFEREES AND ASSIGNS; AND
(C)
INURE, TOGETHER WITH THE RIGHTS AND
REMEDIES OF THE SECURED PARTY HEREUNDER, TO THE BENEFIT OF THE SECURED PARTY.
Without limiting the generality of the foregoing clause (c), to the extent
permitted under the terms of the BMO Loan Agreement, the Secured