LOCATED:
2(A)
ALL ACCOUNTS.
2(B)
ALL CHATTEL PAPER.
2(C)
ALL DEPOSIT ACCOUNTS.
3
2(D)
ALL DOCUMENTS.
2(E)
ALL EQUIPMENT.
2(F)
ALL FIXTURES.
2(G)
ALL GENERAL INTANGIBLES.
2(H)
ALL INSTRUMENTS.
2(I)
ALL INVENTORY.
2(J)
ALL INVESTMENT PROPERTY.
2(K)
ALL LETTER OF CREDIT RIGHTS.
2(L)
TO THE EXTENT NOT OTHERWISE INCLUDED IN THE FOREGOING, ALL OTHER
RIGHTS TO THE PAYMENT OF MONEY, INCLUDING RENTS AND OTHER SUMS PAYABLE TO ANY
GRANTOR UNDER LEASE, RENTAL AGREEMENTS AND OTHER CHATTEL PAPER; ALL BOOKS,
CORRESPONDENCE, CREDIT FILES, RECORDS, INVOICES, BILLS OF LADING, AND OTHER
DOCUMENTS RELATING TO ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ALL
TAPES, CARDS, DISKS, COMPUTER SOFTWARE, COMPUTER RUNS, AND OTHER PAPERS AND
DOCUMENTS IN THE POSSESSION OR CONTROL OF ANY GRANTOR OR ANY COMPUTER BUREAU
FROM TIME TO TIME ACTING FOR ANY GRANTOR; ALL RIGHTS IN, TO AND UNDER ALL
POLICIES INSURING THE LIFE OF ANY OFFICER, DIRECTOR, STOCKHOLDER OR EMPLOYEE OF
ANY GRANTOR, THE PROCEEDS OF WHICH ARE PAYABLE TO ANY GRANTOR; ALL ACCESSIONS
AND ADDITIONS TO, PARTS AND APPURTENANCES OF, SUBSTITUTIONS FOR AND REPLACEMENTS
OF ANY OF THE FOREGOING; AND ALL PROCEEDS (INCLUDING INSURANCE PROCEEDS) AND
PRODUCTS THEREOF.
SECTION 3.
GRANTORS REMAIN LIABLE.
ANYTHING HEREIN TO THE
CONTRARY NOTWITHSTANDING, (A) THE GRANTORS SHALL REMAIN LIABLE UNDER THE
ACCOUNTS, CHATTEL PAPER, GENERAL INTANGIBLES AND OTHER ITEMS INCLUDED IN THE
COLLATERAL TO THE EXTENT SET FORTH THEREIN TO PERFORM ALL OF THEIR DUTIES AND
OBLIGATIONS THEREUNDER TO THE SAME EXTENT AS IF THIS AGREEMENT HAD NOT BEEN
EXECUTED, (B) THE EXERCISE BY THE SECURED PARTY OF ANY OF THE RIGHTS HEREUNDER
SHALL NOT RELEASE ANY GRANTOR FROM ANY OF ITS DUTIES OR OBLIGATIONS UNDER THE
ACCOUNTS OR ANY OTHER ITEMS INCLUDED IN THE COLLATERAL, AND (C) THE SECURED
PARTY SHALL HAVE NO OBLIGATION OR LIABILITY UNDER ACCOUNTS, CHATTEL PAPER,
GENERAL INTANGIBLES AND OTHER ITEMS INCLUDED IN THE COLLATERAL BY REASON OF THIS
AGREEMENT, NOR SHALL THE SECURED PARTY BE OBLIGATED TO PERFORM ANY OF THE
OBLIGATIONS OR DUTIES OF ANY GRANTOR THEREUNDER OR TO TAKE ANY ACTION TO COLLECT
OR ENFORCE ANY CLAIM FOR PAYMENT ASSIGNED HEREUNDER.
SECTION 4.
TITLE TO COLLATERAL.
EACH GRANTOR HAS (OR WILL HAVE AT
THE TIME IT ACQUIRES RIGHTS IN COLLATERAL HEREAFTER ACQUIRED OR ARISING) AND
WILL MAINTAIN SO LONG AS THE SECURITY INTEREST MAY REMAIN OUTSTANDING, TITLE TO
EACH ITEM OF COLLATERAL (INCLUDING THE PROCEEDS AND PRODUCTS THEREOF), FREE AND
CLEAR OF ALL LIENS EXCEPT THE SECURITY INTEREST AND EXCEPT LIENS PERMITTED BY
THE AMENDED AND RESTATED CREDIT AGREEMENT.
NO GRANTOR WILL LICENSE ANY
COLLATERAL.
THE GRANTORS WILL DEFEND THE COLLATERAL AGAINST ALL CLAIMS OR
DEMANDS OF ALL PERSONS (OTHER THAN THE SECURED PARTY) CLAIMING THE COLLATERAL OR
ANY INTEREST THEREIN.
AS OF THE DATE OF EXECUTION OF THIS AMENDED AND RESTATED
SECURITY AGREEMENT, NO EFFECTIVE FINANCING STATEMENT OR OTHER SIMILAR DOCUMENT
USED TO PERFECT AND PRESERVE A SECURITY INTEREST UNDER THE LAWS OF ANY
JURISDICTION (A "FINANCING STATEMENT") COVERING ALL OR ANY PART OF THE
COLLATERAL IS ON FILE IN ANY RECORDING OFFICE,