ALL ACCOUNTS;
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(B)
ALL GENERAL INTANGIBLES, INCLUDING, WITHOUT
LIMITATION, ALL INTELLECTUAL PROPERTY;
(C)
ALL GOODS, INCLUDING, WITHOUT LIMITATION,
INVENTORY AND EQUIPMENT;
(D)
ALL REAL PROPERTY AND FIXTURES;
(E)
ALL CHATTEL PAPER, INCLUDING, WITHOUT
LIMITATION, ALL TANGIBLE AND ELECTRONIC CHATTEL PAPER;
(F)
ALL INSTRUMENTS, INCLUDING, WITHOUT
LIMITATION, ALL PROMISSORY NOTES;
(G)
ALL DOCUMENTS;
(H)
ALL DEPOSIT ACCOUNTS;
(I)
ALL LETTERS OF CREDIT, BANKER'S
ACCEPTANCES AND SIMILAR INSTRUMENTS AND INCLUDING ALL LETTER-OF-CREDIT RIGHTS;
(J)
ALL SUPPORTING OBLIGATIONS AND ALL
PRESENT AND FUTURE LIENS, SECURITY INTERESTS, RIGHTS, REMEDIES, TITLE AND
INTEREST IN, TO AND IN RESPECT OF RECEIVABLES AND OTHER COLLATERAL, INCLUDING
(I) RIGHTS AND REMEDIES UNDER OR RELATING TO GUARANTIES, CONTRACTS OF
SURETYSHIP, LETTERS OF CREDIT AND CREDIT AND OTHER INSURANCE RELATED TO THE
COLLATERAL, (II) RIGHTS OF STOPPAGE IN TRANSIT, REPLEVIN, REPOSSESSION,
RECLAMATION AND OTHER RIGHTS AND REMEDIES OF AN UNPAID VENDOR, LIENOR OR SECURED
PARTY, (III) GOODS DESCRIBED IN INVOICES, DOCUMENTS, CONTRACTS OR INSTRUMENTS
WITH RESPECT TO, OR OTHERWISE REPRESENTING OR EVIDENCING, RECEIVABLES OR OTHER
COLLATERAL, INCLUDING RETURNED, REPOSSESSED AND RECLAIMED GOODS, AND
(IV) DEPOSITS BY AND PROPERTY OF ACCOUNT DEBTORS OR OTHER PERSONS SECURING THE
OBLIGATIONS OF ACCOUNT DEBTORS;
(K)
ALL (I) INVESTMENT PROPERTY (INCLUDING
SECURITIES, WHETHER CERTIFICATED OR UNCERTIFICATED, SECURITIES ACCOUNTS,
SECURITY ENTITLEMENTS, COMMODITY CONTRACTS OR COMMODITY ACCOUNTS) OTHER THAN THE
PREFERRED STOCK PORTFOLIO AND (II) MONIES, CREDIT BALANCES, DEPOSITS AND OTHER
PROPERTY OF ANY BORROWER OR GUARANTOR NOW OR HEREAFTER HELD OR RECEIVED BY OR IN
TRANSIT TO LENDER OR ITS AFFILIATES OR AT ANY OTHER DEPOSITORY OR OTHER
INSTITUTION FROM OR FOR THE ACCOUNT OF ANY BORROWER OR GUARANTOR, WHETHER FOR
SAFEKEEPING, PLEDGE, CUSTODY, TRANSMISSION, COLLECTION OR OTHERWISE;
(L)
ALL COMMERCIAL TORT CLAIMS, INCLUDING,
WITHOUT LIMITATION, THOSE IDENTIFIED IN THE INFORMATION CERTIFICATE;
(M)
TO THE EXTENT NOT OTHERWISE DESCRIBED ABOVE,
ALL RECEIVABLES;
(N)
ALL RECORDS; AND
44
(O)
ALL PRODUCTS AND PROCEEDS OF THE FOREGOING, IN ANY FORM, INCLUDING
INSURANCE PROCEEDS AND ALL CLAIMS AGAINST THIRD PARTIES FOR LOSS OR DAMAGE TO OR
DESTRUCTION OF OR OTHER INVOLUNTARY CONVERSION OF ANY KIND OR NATURE OF ANY OR
ALL OF THE OTHER COLLATERAL.
5.2
Perfection of Security Interests.
(A)
EACH BORROWER AND GUARANTOR IRREVOCABLY AND UNCONDITIONALLY
AUTHORIZES LENDER (OR ITS AGENT) TO FILE AT ANY TIME AND FROM TIME TO TIME SUCH
FINANCING STATEMENTS WITH RESPECT TO THE COLLATERAL NAMING LENDER OR ITS
DESIGNEE AS THE SECURED PARTY AND SUCH BORROWER OR GUARANTOR AS DEBTOR, AS
LENDER MAY REQUIRE, AND INCLUDING ANY OTHER INFORMATION WITH RESPECT TO SUCH
BORROWER OR GUARANTOR OR OTHERWISE REQUIRED BY PART 5 OF ARTICLE 9 OF THE
UNIFORM COMMERCIAL CODE OF SUCH JURISDICTION AS LENDER MAY DETERMINE, TOGETHER
WITH ANY AMENDMENT AND CONTINUATIONS WITH RESPECT THERETO, WHICH AUTHORIZATION
SHALL APPLY TO ALL FINANCING STATEMENTS FILED ON, PRIOR TO OR AFTER THE DATE
HEREOF.
EACH BORROWER AND GUARANTOR HEREBY RATIFIES AND APPROVES ALL FINANCING
STATEMENTS NAMING LENDER OR ITS DESIGNEE AS SECURED PARTY AND SUCH BORROWER OR
GUARANTOR, AS THE CASE MAY BE, AS DEBTOR WITH RESPECT TO THE COLLATERAL