DATE OF THE MAKING OF SUCH LOAN OR
PROVIDING EACH SUCH LETTER OF CREDIT AND AFTER GIVING EFFECT THERETO.
SECTION 5.
GRANT AND PERFECTION OF SECURITY INTEREST
5.1
GRANT OF SECURITY INTEREST.
TO SECURE PAYMENT AND PERFORMANCE OF ALL
OBLIGATIONS, EACH BORROWER AND GUARANTOR HEREBY GRANTS TO AGENT, FOR ITSELF AND
THE BENEFIT OF THE SECURED PARTIES, A CONTINUING SECURITY INTEREST IN, A LIEN
UPON, AND A RIGHT OF SET OFF AGAINST, AND HEREBY ASSIGNS TO AGENT, FOR ITSELF
AND THE BENEFIT OF THE SECURED PARTIES, AS SECURITY, ALL OF THE FOLLOWING
PERSONAL PROPERTY, AND INTERESTS IN PERSONAL PROPERTY, OF EACH BORROWER AND
GUARANTOR, WHETHER NOW OWNED OR HEREAFTER ACQUIRED OR EXISTING, AND WHEREVER
LOCATED (TOGETHER WITH ALL OTHER COLLATERAL SECURITY FOR THE OBLIGATIONS AT ANY
TIME GRANTED TO OR HELD OR ACQUIRED BY AGENT OR ANY SECURED PARTY, COLLECTIVELY,
THE "COLLATERAL"), INCLUDING:
(I)
ALL INVENTORY;
(II)
ALL CHATTEL PAPER (INCLUDING ALL TANGIBLE AND ELECTRONIC
CHATTEL PAPER) THAT ARISES FROM OR IN CONNECTION WITH OR RELATES TO ANY OF THE
INVENTORY OR OTHER COLLATERAL;
(III)
ALL INSTRUMENTS (INCLUDING ALL PROMISSORY NOTES) THAT
ARISE FROM OR IN CONNECTION WITH OR RELATE TO ANY OF THE INVENTORY OR OTHER
COLLATERAL;
(IV)
ALL DOCUMENTS THAT ARISE FROM OR IN CONNECTION WITH OR
RELATE TO ANY OF THE INVENTORY OR OTHER COLLATERAL (INCLUDING ALL DOCUMENTS OF
TITLE WITH RESPECT TO ELIGIBLE LC INVENTORY OR OTHER INVENTORY);
(V)
ALL LETTERS OF CREDIT, BANKER'S ACCEPTANCES AND SIMILAR
INSTRUMENTS AND INCLUDING ALL LETTER OF CREDIT RIGHTS THAT ARISE FROM OR IN
CONNECTION WITH OR RELATE TO ANY OF THE INVENTORY OR OTHER COLLATERAL;
(VI)
ALL SUPPORTING OBLIGATIONS AND ALL PRESENT AND FUTURE LIENS,
SECURITY INTERESTS, RIGHTS, REMEDIES, TITLE AND INTEREST IN, TO AND IN RESPECT
OF ANY INVENTORY OR OTHER COLLATERAL, INCLUDING (A) RIGHTS AND REMEDIES UNDER OR
RELATING TO GUARANTIES, CONTRACTS OF SURETYSHIP, LETTERS OF CREDIT AND CREDIT
AND OTHER INSURANCE RELATED TO THE OTHER COLLATERAL; (B) RIGHTS OF STOPPAGE IN
TRANSIT, REPLEVIN, REPOSSESSION, RECLAMATION AND OTHER RIGHTS AND REMEDIES OF AN
UNPAID VENDOR, LIENOR OR SECURED PARTY; AND (C) GOODS DESCRIBED IN INVOICES,
DOCUMENTS, CONTRACTS OR INSTRUMENTS WITH RESPECT TO, OR OTHERWISE REPRESENTING
OR EVIDENCING, OTHER COLLATERAL, INCLUDING RETURNED, REPOSSESSED AND RECLAIMED
GOODS;
(VII)
ALL (A) MONIES, DEPOSITS AND BALANCES HELD IN OR FOR DEPOSIT
IN OR OTHERWISE ATTRIBUTABLE TO ANY LOCKBOXES OR DEPOSIT ACCOUNTS ESTABLISHED OR
USED BY A BORROWER OR GUARANTOR IN CONNECTION WITH THE CREDIT FACILITY FOR THE
HANDLING OF ANY PROCEEDS OF ANY INVENTORY OR OTHER COLLATERAL, OR ANY OTHER
DEPOSIT ACCOUNT, INVESTMENT ACCOUNT OR OTHER ACCOUNT AT ANY DEPOSITORY OR OTHER
INSTITUTION AND INCLUDING ANY INVESTMENT PROPERTY (INCLUDING SECURITIES, WHETHER
CERTIFICATED
47
OR UNCERTIFICATED, SECURITIES ACCOUNTS, SECURITY ENTITLEMENTS, COMMODITY
CONTRACTS OR COMMODITY ACCOUNTS) IN EACH CASE TO THE EXTENT ARISING FROM OR IN
CONNECTION WITH OR RELATED TO ANY INVENTORY OR OTHER COLLATERAL AND (B) ALL
MONIES, CREDIT BALANCES, DEPOSITS AND OTHER PROPERTY OF A BORROWER OR GUARANTOR
NOW OR HEREAFTER HELD OR RECEIVED BY OR IN TRANSIT TO