9 AS CONTAINED IN THE 2000
OFFICIAL TEXT OF THE UNIFORM COMMERCIAL CODE, AS RECOMMENDED BY THE NATIONAL
CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND THE AMERICAN LAW
INSTITUTE, TOGETHER WITH ANY SUBSEQUENT AMENDMENTS OR MODIFICATIONS TO THE
OFFICIAL TEXT.
2.
GRANT OF LIEN.
(A)
TO SECURE THE PROMPT AND COMPLETE PAYMENT, PERFORMANCE AND
OBSERVANCE OF ALL OF THE OBLIGATIONS (SPECIFICALLY INCLUDING, WITHOUT
LIMITATION, EACH GRANTOR'S OBLIGATIONS ARISING UNDER THE GUARANTY AGREEMENT),
EACH GRANTOR HEREBY GRANTS, ASSIGNS, CONVEYS, MORTGAGES, PLEDGES, HYPOTHECATES
AND TRANSFERS TO AGENT, FOR ITSELF AND THE BENEFIT OF LENDERS, A LIEN UPON ALL
OF ITS RIGHT, TITLE AND INTEREST IN, TO AND UNDER ALL PERSONAL PROPERTY AND
OTHER ASSETS, WHETHER NOW OWNED BY OR OWING TO, OR HEREAFTER ACQUIRED BY OR
ARISING IN FAVOR OF SUCH GRANTOR (INCLUDING UNDER ANY TRADE NAMES, STYLES OR
DERIVATIONS THEREOF), AND WHETHER OWNED OR CONSIGNED 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);
6
VI.
ALL INSTRUMENTS;
VII.
ALL INVESTMENT PROPERTY;
VIII.
ALL DEPOSIT ACCOUNTS, OF ANY GRANTOR, INCLUDING ALL BLOCKED
ACCOUNTS, GOVERNMENT RECEIVABLES DEPOSIT ACCOUNTS, CONCENTRATION ACCOUNTS,
DISBURSEMENT 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.
ALL 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