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costs, expenses and attorneys' and accountants' fees and legal <br />expenses incurred in connection with any of the foregoing. <br />(n) "Person" or " ep rson" shall mean an individual, a <br />partnership, a corporation (including a business trust), a joint <br />stock company, a trust, an unincorporated association, a joint <br />venture or other entity or a government or any agency, <br />instrumentality or political subdivision thereof. <br />(o) "Subsidiary" or "subsidiary" shall mean any <br />corporation, association or organization, active or inactive, as <br />to which more than fifty (50$) percent of the outstanding voting <br />stock or shares or interests shall now or hereafter be owned or <br />controlled, directly or indirectly by a person, any Subsidiary of <br />such person, or any Subsidiary of such Subsidiary. <br />(p) All terms not specifically defined herein which are <br />defined in the Uniform Commercial Code shall have the meaning set <br />forth therein, except that the term "lien" shall have the meaning <br />set forth in Section 101(33) of the Bankruptcy Code. <br />GRANT OF SECURITY INTEREST <br />(a) As collateral security for the prompt performance, <br />observance and indefeasible payment in full of all of the <br />obligations, each of Guarantors hereby grants to Lender a <br />continuing security interest in and a lien upon and hereby pledges, <br />assigns and transfers to Lender all of the Collateral and each of <br />Guarantors hereby grants to Lender a right of setoff against any <br />Collateral consisting of money, securities and other property of <br />Guarantors now or hereafter in the possession of or on deposit with <br />Lender or any other person, whether held in a general or special <br />account or deposit or for safekeeping or otherwise. All Collateral <br />shall be security for the performance, observance and indefeasible <br />payment in full of all of the Obligations notwithstanding the <br />maintenance of separate accounts by Lender or the existence of any <br />instruments evidencing any of the Obligations. <br />(b) Each of Guarantors hereby constitutes Lender and its <br />agent and any designee of Lender as such Guarantor's attorney-in- <br />fact and authorizes Lender or such agent or designee, at <br />Guarantors' cost and expense, to exercise at any time or times in <br />Lender's discretion all or any of the following powers, which <br />power-of-attorney being coupled with an interest shall be irrev- <br />ocable until all Obligations have been paid in full: (i) receive, <br />take, endorse, assign; deliver, accept and deposit, in the name of <br />Lender or Guarantors, any and all cash, checks, drafts, remittances <br />and other instruments and documents relating to the Collateral, <br />(ii) on or after the occurrence of an Event of Default, receive and <br />open all mail addressed to Guarantors and notify postal authorities <br />to change the address for delivery thereof to such address as <br />Lender may designate, (iii) transmit to account debtors notice of <br />the interest of Lender in the Collateral or request from such <br />- 5 - <br />