ACCOUNTS, AND ALL OTHER BANK ACCOUNTS AND ALL DEPOSITS
THEREIN;
(IX)
ALL MONEY, CASH OR CASH EQUIVALENTS OF ANY
GRANTOR;
(X)
ALL SUPPORTING OBLIGATIONS AND
LETTER-OF-CREDIT RIGHTS OF ANY GRANTOR;
(XI)
THE FOLLOWING COMMERCIAL TORT
CLAIMS:_________________;
(XII)
ALL BOOKS, RECORDS, LEDGER CARDS, FILES,
CORRESPONDENCE, COMPUTER PROGRAMS, TAPES, DISKS AND RELATED DATA PROCESSING
SOFTWARE THAT AT ANY TIME EVIDENCE OR CONTAIN INFORMATION RELATING TO ANY OF THE
COLLATERAL DESCRIBED IN CLAUSES (I) THROUGH (XI) ABOVE OR ARE OTHERWISE
NECESSARY OR HELPFUL IN THE COLLECTION THEREOF OR REALIZATION THEREON; AND
(XIII)
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 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, 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.
3.
AGENT'S AND LENDERS' RIGHTS:
LIMITATIONS ON AGENT'S AND LENDERS' OBLIGATIONS.
(A)
IT IS EXPRESSLY AGREED BY GRANTORS THAT,
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EACH GRANTOR SHALL REMAIN
LIABLE UNDER EACH OF ITS CONTRACTS AND EACH OF ITS LICENSES TO OBSERVE AND
PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT
THEREUNDER.
NEITHER AGENT NOR ANY LENDER SHALL HAVE ANY OBLIGATION OR LIABILITY
UNDER ANY CONTRACT OR LICENSE BY REASON OF OR ARISING OUT OF THIS SECURITY
AGREEMENT OR THE GRANTING HEREIN OF A LIEN THEREON OR THE RECEIPT BY AGENT OR
ANY LENDER OF ANY PAYMENT RELATING TO ANY CONTRACT OR LICENSE PURSUANT HERETO.
NEITHER AGENT NOR ANY LENDER SHALL BE REQUIRED OR OBLIGATED IN ANY MANNER TO
PERFORM OR FULFILL ANY OF THE OBLIGATIONS OF ANY GRANTOR UNDER OR PURSUANT TO
ANY CONTRACT OR LICENSE, OR TO MAKE ANY PAYMENT, OR TO MAKE ANY INQUIRY AS TO
THE NATURE OR THE SUFFICIENCY OF ANY PAYMENT
7
RECEIVED BY IT OR THE SUFFICIENCY OF ANY PERFORMANCE BY ANY PARTY UNDER ANY
CONTRACT OR LICENSE, OR TO PRESENT OR FILE ANY CLAIMS, OR TO TAKE ANY ACTION TO
COLLECT OR ENFORCE ANY PERFORMANCE OR THE PAYMENT OF ANY AMOUNTS WHICH MAY HAVE
BEEN ASSIGNED TO IT OR TO WHICH IT MAY BE ENTITLED AT ANY TIME OR TIMES.
(B)
AGENT MAY AT ANY TIME AFTER AN EVENT OF
DEFAULT HAS OCCURRED AND BE CONTINUING (OR IF ANY RIGHTS OF SET-OFF (OTHER THAN
SET-OFFS AGAINST AN ACCOUNT ARISING UNDER THE CONTRACT GIVING RISE TO THE