including, without limitation, all bank and other
accounts and all cash and all investments therein, all proceeds, products,
offspring, accessions, rents, profits, income, benefits, substitutions and
replacements of and to any of the property of such
Grantor described in the preceding clauses of this Section 2 (including, without
limitation, any proceeds of insurance thereon and all causes of action, claims
and warranties now or hereafter held by such Grantor in respect of any of the
items listed above), and all books, correspondence, files and other Records,
including, without limitation, all tapes, disks, cards, Software, data and
computer programs in the possession of or under the control of such Grantor or
any other Person from time to time acting for such Grantor that at any time
evidence or contain information relating to any of the property described in the
preceding clauses of this Section 2 or are otherwise necessary or helpful in the
collection or realization thereof; and
(q) all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products
of any and all of the foregoing Collateral;
in each case howsoever such Grantor's interest therein may arise or appear
(whether by ownership, security interest, claim or otherwise). Collateral shall
include, without limitation, the Purchased Assets (as such term is defined in
the Purchase Agreement).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, GRANTORS AND PAYEE
ACKNOWLEDGE AND AGREE THAT THE LIENS AND SECURITY INTERESTS IN THE COLLATERAL
GRANTED HEREIN ARE OF JUNIOR PRIORITY TO THE LIENS AND SECURITY INTERESTS (THE
"SVB LIEN") GRANTED OR TO BE GRANTED BY GRANTORS TO SVB IN THE COLLATERAL TO
SECURE THE PAYMENT OF INDEBTEDNESS AND OBLIGATIONS OF GRANTORS TO SVB OF UP TO
$9,000,000 IN PRINCIPAL AMOUNT PURSUANT TO THE PROVISIONS OF THE LOAN AND
SECURITY AGREEMENT DATED SEPTEMBER 28, 2005 AMONG GRANTORS AND SVB, AS THE SAME
MAY HEREAFTER BE AMENDED, AND THE RIGHTS AND REMEDIES OF PAYEE HEREUNDER WITH
RESPECT TO THE COLLATERAL ARE AT ALL TIMES JUNIOR AND SUBORDINATE TO THE RIGHTS
AND REMEDIES OF SVB WITH RESPECT TO THE COLLATERAL.
SECTION 3. Security for Obligations. The security interest created hereby in the
Collateral constitutes continuing collateral security for all of the following
obligations, whether now existing or hereafter incurred (the "Obligations"): the
punctual payment by each Grantor, as and when due and payable (whether by stated
maturity, by acceleration or otherwise), of all amounts from time to time owing
in respect of the Note, including, without limitation, all principal of and
interest on the Note (including, without limitation, all interest that accrues
after the commencement of any Insolvency Proceeding of any Grantor, irrespective
of whether a claim therefor is allowed in such Insolvency Proceeding).
SECTION 4. Representations and Warranties. Each Grantor jointly and severally
represents and warrants as follows:
(a) Schedule I hereto sets forth (i) the exact legal name of each Grantor and
(ii) the organizational identification number of each Grantor or states that no
such organizational identification number exists.
(b) The execution, delivery and performance by each Grantor