BY OR TO, OR LEASED FROM OR TO, SUCH 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, CONCENTRATION ACCOUNTS,
DISBURSEMENT ACCOUNTS, AND ALL OTHER BANK ACCOUNTS AND ALL DEPOSITS THEREIN;
(IX)
ALL MONEY, CASH OR CASH EQUIVALENTS OF
GRANTOR;
(X)
ALL SUPPORTING OBLIGATIONS AND LETTER-OF
CREDIT RIGHTS OF GRANTOR;
(XI)
ALL COMMERCIAL TORT CLAIMS OF GRANTOR; AND
(XII)
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 HEREBY GRANTS TO AGENT, FOR ITSELF AND THE BENEFIT OF
LENDERS, A RIGHT OF SETOFF AGAINST THE PROPERTY OF EACH 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
2
OR ANY LENDER, FOR ANY PURPOSE, INCLUDING SAFEKEEPING, COLLECTION OR PLEDGE, FOR
THE ACCOUNT OF SUCH GRANTOR, OR AS TO WHICH SUCH GRANTOR MAY HAVE ANY RIGHT OR
POWER.
(C)
THIS SECURITY AGREEMENT, THE CREDIT AGREEMENT, THE INTERIM ORDER,
THE FINAL ORDER, AND THE OTHER LOAN DOCUMENTS SUPPLEMENT EACH OTHER, AND THE
GRANTS, PRIORITIES, RIGHTS AND REMEDIES OF THE AGENT AND LENDERS HEREUNDER AND
THEREUNDER ARE CUMULATIVE.
THE LIENS AND SECURITY INTERESTS REFERRED TO IN THIS
SECTION 2 AND IN THE LOAN DOCUMENTS ARE DEEMED VALID AND PERFECTED BY ENTRY OF
THE INTERIM ORDER AND THE FINAL ORDER.
THE AGENT MAY, BUT SHALL NOT BE REQUIRED
TO, FILE ANY FINANCING STATEMENTS, MORTGAGES, NOTICES OF LIEN OR SIMILAR
INSTRUMENTS IN ANY JURISDICTION OR FILING OFFICE, OR TO TAKE POSSESSION OF ANY
COLLATERAL OR TO TAKE ANY OTHER ACTION IN ORDER TO VALIDATE OR PERFECT THE LIENS
AND SECURITY INTERESTS GRANTED BY OR PURSUANT TO THIS SECURITY AGREEMENT, THE
INTERIM ORDER, THE FINAL ORDER OR ANY OTHER LOAN DOCUMENT.
IF THE AGENT SHALL,
IN ITS DISCRETION, FROM TIME TO TIME CHOOSE TO FILE SUCH FINANCING STATEMENTS,
MORTGAGES, NOTICES OF LIEN OR SIMILAR INSTRUMENTS, TAKE POSSESSION OF ANY
COLLATERAL, OR TO TAKE ANY OTHER ACTION TO VALIDATE OR PERFECT ANY SUCH SECURITY
INTERESTS OR LIENS, ALL SUCH DOCUMENTS SHALL BE DEEMED TO HAVE BEEN FILED OR
RECORDED AT THE TIME AND ON THE DATE OF ENTRY OF THE INTERIM ORDER.
(D)
THE LIENS, SECURITY INTERESTS, LIEN PRIORITIES, ADMINISTRATIVE
EXPENSE CLAIM PRIORITIES AND OTHER RIGHTS AND REMEDIES GRANTED TO THE AGENT AND