LISTED ON SCHEDULE 5.1(I) HERETO.
EACH AMENDMENT
ADDING COMMERCIAL TORT CLAIMS TO SUCH SCHEDULE 5.1(I) PURSUANT TO THE PROVISIONS
OF SECTION 7.30 BELOW SHALL CONSTITUTE A CONTEMPORANEOUS GRANT BY SUCH BORROWER
OF A SECURITY INTEREST IN ALL OF SUCH BORROWER'S RIGHTS AND INTERESTS IN SUCH
COMMERCIAL TORT CLAIMS.
(J)
ALL FUNDS, INSTRUMENTS, DOCUMENTS,
POLICIES AND EVIDENCE AND CERTIFICATES OF INSURANCE AND RIGHTS THEREUNDER,
SECURITIES, CHATTEL PAPER AND OTHER ASSETS OF SUCH BORROWER OR IN WHICH SUCH
BORROWER HAS AN INTEREST AND ALL PROCEEDS THEREOF, NOW OR AT ANY TIME HEREAFTER
ON DEPOSIT WITH OR IN THE POSSESSION OR CONTROL OF BANK OR OWING BY BANK TO SUCH
BORROWER OR IN TRANSIT BY MAIL OR CARRIER TO BANK OR IN THE POSSESSION OF ANY
OTHER PERSON ACTING ON BANK'S BEHALF, WITHOUT REGARD TO WHETHER BANK RECEIVED
THE SAME IN PLEDGE, FOR SAFEKEEPING, AS AGENT FOR COLLECTION OR OTHERWISE, OR
WHETHER BANK HAS CONDITIONALLY RELEASED THE SAME, AND IN ALL ASSETS OF SUCH
BORROWER IN WHICH BANK NOW HAS OR MAY AT ANY TIME HEREAFTER OBTAIN A LIEN,
MORTGAGE, OR SECURITY INTEREST FOR ANY REASON.
(K)
ALL PRODUCTS AND PROCEEDS OF EACH OF THE
ITEMS DESCRIBED IN THE FOREGOING SUBPARAGRAPHS (A)-(J) AND ALL SUPPORTING
OBLIGATIONS RELATED THERETO.
5.2
Surety.
As further security for the Bank
Indebtedness, Borrowers shall cause to be executed an delivered to Bank the
absolute, unconditional, surety agreements (collectively, the "Surety
Agreements") of each Guarantor in form and content satisfactory to Bank.
5.3
General.
The collateral described above in
Sections 5.1, and 5.2 is collectively referred to herein as the "Collateral".
The above-described security interests, assignments, liens and guarantees shall
not be rendered void by the fact that no Bank Indebtedness exists as of any
particular date, but shall continue in full force and effect until the Bank
Indebtedness has been repaid, Bank has no agreement or commitment outstanding
pursuant to which Bank may extend credit to or on behalf of any Borrower and
Bank has executed termination statements or releases with respect thereto.
IT
IS THE EXPRESS INTENT OF THE BORROWERS THAT ALL OF THE COLLATERAL SHALL SECURE
NOT ONLY THE OBLIGATIONS UNDER THE LOAN DOCUMENTS, BUT ALSO ALL OTHER PRESENT
AND FUTURE OBLIGATIONS OF ANY BORROWER TO BANK.
5.4
COLLECTION OF RECEIVABLES; PROCEEDS OF
COLLATERAL.
(A)
BORROWERS WILL COLLECT THEIR ACCOUNTS
RECEIVABLE ONLY IN THE ORDINARY COURSE OF BUSINESS.
BORROWERS WILL NOTIFY ALL
OF THEIR ACCOUNT DEBTORS TO FORWARD ALL ACCOUNTS RECEIVABLE COLLECTIONS OWED TO
ANY BORROWER TO A LOCKBOX MAINTAINED BY BANK, AND WILL EXECUTE SUCH LOCKBOX
AGREEMENTS AS MAY BE REQUIRED BY BANK AND WILL PAY TO BANK ALL CUSTOMARY FEES IN
CONNECTION WITH SUCH LOCKBOX ARRANGEMENT.
IMMEDIATELY UPON RECEIPT, BORROWERS
WILL FORWARD TO BANK ALL OTHER CHECKS, DRAFTS AND OTHER MONIES RECEIVED BY ANY
BORROWER WHICH ARE PROCEEDS OF THE COLLATERAL.
(B)
ALL ACCOUNTS RECEIVABLE COLLECTIONS OF
BORROWERS AND ALL CHECKS, DRAFTS AND OTHER MONIES RECEIVED BY ANY BORROWER WHICH
ARE PROCEEDS OF THE COLLATERAL WILL BE DEPOSITED IN A NON-INTEREST BEARING CASH