THE LICENSEE SHALL NOT BE CONSIDERED COLLATERAL IF
PROHIBITED BY THE INSTRUMENT GOVERNING THE TRADEMARK LICENSE);
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(V)
ALL GOODS (INCLUDING INVENTORY, EQUIPMENT AND FIXTURES);
(VI)
ALL INSTRUMENTS;
(VII)
ALL INVESTMENT PROPERTY;
(VIII)
ALL DEPOSIT ACCOUNTS AND COMMODITY ACCOUNTS OF SUCH GRANTOR,
INCLUDING ALL BLOCKED ACCOUNTS AND ALL OTHER BANK ACCOUNTS AND ALL DEPOSITS
THEREIN;
(IX)
ALL MONEY, CASH OR CASH EQUIVALENTS OF SUCH GRANTOR;
(X)
ALL SUPPORTING OBLIGATIONS AND LETTER-OF-CREDIT RIGHTS OF SUCH
GRANTOR; AND
(XI)
TO THE EXTENT NOT OTHERWISE INCLUDED, ALL PROCEEDS, TORT CLAIMS,
INSURANCE CLAIMS AND OTHER RIGHTS TO PAYMENTS NOT OTHERWISE INCLUDED IN THE
FOREGOING AND PRODUCTS OF THE FOREGOING AND ALL ACCESSIONS TO, SUBSTITUTIONS AND
REPLACEMENTS FOR, AND INCOME, BENEFITS, RENTS AND PROFITS OF, EACH OF THE
FOREGOING AND, TO THE EXTENT RELATED TO ANY OF THE FOREGOING, ALL BOOKS,
CORRESPONDENCE, CREDIT FILES, RECORDS, INVOICES, AND OTHER PAPERS (INCLUDING
WITHOUT LIMITATION ALL TAPES, CARDS, COMPUTER RUNS AND OTHER PAPERS AND
DOCUMENTS IN THE POSSESSION OR UNDER THE CONTROL OF SUCH GRANTOR OR ANY COMPUTER
BUREAU OR SERVICE COMPANY FROM TIME TO TIME ACTING FOR SUCH GRANTOR);
provided, however, that notwithstanding the foregoing, the foregoing grant of a
security interest in Equipment that is subject to any prohibition that is in
effect on the Closing Date on granting a security interest in such Equipment to
Agent and binding on the Grantor that owns such Equipment shall be postponed and
no security interest shall be granted under this Agreement in such Equipment
unless and until such prohibition ceases to be binding on such Grantor, and upon
such prohibition ceasing to be binding on such Grantor, Agent shall
automatically have a security interest in such Equipment and all Proceeds
thereof.
In the event such prohibition ceases to be binding on a Grantor such
Grantor shall immediately notify Agent and shall take all steps as may be
necessary to perfect such Lien of Agent within 20 Business Days (or such longer
period as may be consented to by Agent) following such prohibition ceasing to be
effective.
(B)
IN ADDITION, TO SECURE THE PROMPT AND COMPLETE PAYMENT,
PERFORMANCE AND OBSERVANCE OF THE OBLIGATIONS, ALL RENEWALS, EXTENSIONS,
RESTRUCTURINGS AND REFINANCINGS THEREOF AND ALL OBLIGATIONS, LIABILITIES AND
INDEBTEDNESS OF GRANTORS ARISING UNDER THIS AGREEMENT, AND IN ORDER TO INDUCE
AGENT AND LENDERS AS AFORESAID, EACH GRANTOR HEREBY GRANTS TO AGENT, FOR ITSELF
AND THE BENEFIT OF LENDERS, A RIGHT OF SETOFF AGAINST THE PROPERTY OF SUCH
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 SUCH GRANTOR, OR AS TO WHICH SUCH GRANTOR MAY HAVE
ANY RIGHT OR POWER.
(C)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND
SECURITY INTEREST GRANTED TO THE AGENT PURSUANT TO THIS AGREEMENT SHALL BE A
SECOND PRIORITY LIEN ON
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AND SECURITY INTEREST IN THE COLLATERAL (SECOND