GRANT OF SECURITY. EACH GRANTOR HEREBY UNCONDITIONALLY GRANTS,
ASSIGNS AND PLEDGES TO AGENT, FOR THE BENEFIT OF THE LENDER GROUP, A CONTINUING
SECURITY INTEREST IN ALL PERSONAL PROPERTY OF SUCH GRANTOR WHETHER NOW OWNED OR
HEREAFTER ACQUIRED OR ARISING AND WHEREVER LOCATED (HEREINAFTER REFERRED TO AS
THE "SECURITY INTEREST"), INCLUDING, WITHOUT LIMITATION, SUCH GRANTOR'S RIGHT,
TITLE, AND INTEREST IN AND TO THE FOLLOWING, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED OR ARISING AND WHEREVER LOCATED (THE "COLLATERAL"):
(A)
ALL OF SUCH GRANTOR'S ACCOUNTS;
(B)
ALL OF SUCH GRANTOR'S BOOKS AND RECORDS (INCLUDING ALL OF ITS
RECORDS INDICATING, SUMMARIZING, OR EVIDENCING ITS ASSETS (INCLUDING THE
COLLATERAL) OR LIABILITIES, ALL OF ITS RECORDS RELATING TO ITS BUSINESS
OPERATIONS OR FINANCIAL CONDITION, AND ALL OF ITS GOODS OR GENERAL INTANGIBLES
RELATED TO SUCH INFORMATION) ("BOOKS");
(C)
ALL OF SUCH GRANTOR'S CHATTEL PAPER (AS THAT TERM IS DEFINED IN
THE CODE) AND, IN ANY EVENT, INCLUDING, WITHOUT LIMITATION, TANGIBLE CHATTEL
PAPER AND ELECTRONIC CHATTEL PAPER ("CHATTEL PAPER");
(D)
ALL OF SUCH GRANTOR'S INTEREST WITH RESPECT TO ANY DEPOSIT
ACCOUNT;
(E)
ALL OF SUCH GRANTOR'S EQUIPMENT AND FIXTURES;
(F)
ALL OF SUCH GRANTOR'S GENERAL INTANGIBLES;
(G)
ALL OF SUCH GRANTOR'S INTELLECTUAL PROPERTY COLLATERAL;
(H)
ALL OF SUCH GRANTOR'S INVENTORY;
(I)
ALL OF SUCH GRANTOR'S INVESTMENT RELATED PROPERTY;
(J)
ALL OF SUCH GRANTOR'S LETTERS OF CREDIT, LETTER OF CREDIT RIGHTS,
INSTRUMENTS, PROMISSORY NOTES, DRAFTS, AND DOCUMENTS (AS SUCH TERMS MAY BE
DEFINED IN THE CODE) ("NEGOTIABLE COLLATERAL");
(K)
ALL OF SUCH GRANTOR'S RIGHTS IN RESPECT OF SUPPORTING OBLIGATIONS
(AS SUCH TERM IS DEFINED IN THE CODE), INCLUDING LETTERS OF CREDIT AND
GUARANTIES ISSUED IN SUPPORT OF ACCOUNTS, CHATTEL PAPER, DOCUMENTS, GENERAL
INTANGIBLES, INSTRUMENTS, OR INVESTMENT RELATED PROPERTY ("SUPPORTING
OBLIGATIONS");
(L)
ALL OF SUCH GRANTOR'S INTEREST WITH RESPECT TO ANY COMMERCIAL
TORT CLAIMS (AS THAT TERM IS DEFINED IN THE CODE), INCLUDING, WITHOUT LIMITATION
THOSE COMMERCIAL TORT CLAIMS LISTED ON SCHEDULE 2 ATTACHED HERETO ("COMMERCIAL
TORT CLAIMS");
(M)
ALL OF SUCH GRANTOR'S MONEY, CASH EQUIVALENTS, OR OTHER ASSETS OF
EACH SUCH GRANTOR THAT NOW OR HEREAFTER COME INTO THE POSSESSION, CUSTODY, OR
CONTROL OF AGENT OR ANY OTHER MEMBER OF THE LENDER GROUP OR THE BANK PRODUCT
PROVIDER;
5
(N)
ALL OF THE PROCEEDS AND PRODUCTS, WHETHER TANGIBLE OR INTANGIBLE,
OF ANY OF THE FOREGOING, INCLUDING PROCEEDS OF INSURANCE OR COMMERCIAL TORT
CLAIMS COVERING OR RELATING TO ANY OR ALL OF THE FOREGOING, AND ANY AND ALL
ACCOUNTS, BOOKS, CHATTEL PAPER, DEPOSIT ACCOUNTS, EQUIPMENT, GENERAL
INTANGIBLES, INVENTORY, INVESTMENT RELATED PROPERTY, NEGOTIABLE COLLATERAL,
SUPPORTING OBLIGATIONS, MONEY, OR OTHER TANGIBLE OR INTANGIBLE PROPERTY
RESULTING FROM THE SALE, LEASE, LICENSE, EXCHANGE, COLLECTION, OR OTHER
DISPOSITION OF ANY OF THE FOREGOING, THE PROCEEDS OF ANY AWARD IN CONDEMNATION
WITH RESPECT TO ANY OF THE PROPERTY OF GRANTORS, ANY REBATES OR REFUNDS, WHETHER
FOR TAXES OR OTHERWISE, AND ALL PROCEEDS OF ANY SUCH PROCEEDS, OR ANY PORTION
THEREOF OR INTEREST THEREIN, AND THE PROCEEDS THEREOF, AND ALL PROCEEDS OF ANY
LOSS OF, DAMAGE TO, OR DESTRUCTION OF THE ABOVE, WHETHER INSURED OR