of Lender to
evidence Term Loan B and each renewal, replacement or substitute note therefor.
"Total Usage" shall mean, at any date of determination, the sum of the Revolving
Credit Loan and the Letter of Credit Obligations.
3.
SECURITY.
AS SECURITY FOR ALL PRESENT AND FUTURE SUMS LOANED OR
ADVANCED BY LENDER TO BORROWER AND FOR ALL OTHER OBLIGATIONS NOW OR HEREAFTER
CHARGEABLE TO BORROWER'S LOAN ACCOUNT HEREUNDER, AND ALL OTHER OBLIGATIONS AND
LIABILITIES OF ANY AND EVERY KIND OF BORROWER TO LENDER, DUE OR TO BECOME DUE,
DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, JOINT OR SEVERAL, HOWSOEVER CREATED,
ARISING OR EVIDENCED, NOW EXISTING OR HEREAFTER AT ANY TIME CREATED, ARISING OR
INCURRED INCLUDING, WITHOUT LIMITATION, THE LOANS AND THE LETTER OF CREDIT
OBLIGATIONS (HEREIN CALLED "OBLIGATIONS"), BORROWER HEREBY GRANTS TO LENDER A
SECURITY INTEREST IN AND TO THE FOLLOWING PROPERTY (ANY QUOTED TERM USED IN THIS
PARAGRAPH WHICH IS A DEFINED TERM UNDER THE COMMERCIAL CODE IS BEING USED AS
DEFINED IN THE COMMERCIAL CODE EXCEPT AS OTHERWISE DEFINED HEREIN):
(A)
ALL RECEIVABLES OF BORROWER, WHETHER NOW OWNED OR EXISTING, OR
OWNED, ACQUIRED OR ARISING HEREAFTER, TOGETHER WITH ALL CUSTOMER LISTS, ORIGINAL
BOOKS AND RECORDS, LEDGER AND ACCOUNT CARDS, COMPUTER TAPES, DISCS, PRINTOUTS
AND RECORDS, WHETHER NOW IN EXISTENCE OR HEREAFTER CREATED.
'RECEIVABLES' MEANS
ALL RIGHTS OF BORROWER TO THE PAYMENT OF MONEY, WHETHER OR NOT EARNED AND
HOWSOEVER EVIDENCED OR ARISING, INCLUDING (WITHOUT LIMITATION) ALL PRESENT AND
FUTURE 'ACCOUNTS', 'CHATTEL PAPER' INCLUDING, WITHOUT LIMITATION, ALL
'ELECTRONIC CHATTEL PAPER' AND 'TANGIBLE CHATTEL PAPER', 'INSTRUMENTS', AND
RIGHTS TO PAYMENT WHICH ARE 'GENERAL INTANGIBLES' INCLUDING, WITHOUT LIMITATION,
ALL 'PAYMENT INTANGIBLES', ALL SECURITY THEREFORE INCLUDING, WITHOUT LIMITATION,
ALL 'SUPPORTING OBLIGATIONS' AND ALL OF BORROWER'S RIGHTS AS AN UNPAID SELLER OF
GOODS (INCLUDING RESCISSION, REPLEVIN, RECLAMATION AND STOPPING IN TRANSIT) AND
ALL OF BORROWER'S RIGHTS TO ANY GOODS REPRESENTED BY ANY OF THE FOREGOING
INCLUDING RETURNED OR REPOSSESSED GOODS;
(B)
ALL 'INVENTORY' OF BORROWER, WHETHER NOW OWNED OR EXISTING, OR
OWNED, ACQUIRED OR ARISING HEREAFTER AND WHEREVER LOCATED INCLUDING, WITHOUT
LIMITATION, ALL 'GOODS' LEASED TO BORROWER AS A LESSOR, ALL 'GOODS' INTENDED FOR
SALE OR LEASE OR TO BE FURNISHED UNDER CONTRACTS OF SERVICE, ALL 'GOODS'
FURNISHED BY BORROWER UNDER A CONTRACT FOR SERVICE, ALL RAW MATERIALS AND WORK
IN PROCESS THEREFOR, ALL FINISHED GOODS THEREOF, ALL MATERIALS AND SUPPLIES OF
EVERY NATURE USED OR USABLE OR CONSUMED OR CONSUMABLE IN CONNECTION WITH THE
MANUFACTURE, PACKING, SHIPPING, ADVERTISING, SELLING, LEASING OR FURNISHING OF
SUCH 'GOODS', AND ALL ACCESSORIES THERETO AND ALL DOCUMENTS OF TITLE THEREFOR
EVIDENCING THE SAME;
8
(C)
ALL 'EQUIPMENT' OF BORROWER, WHETHER NOW OWNED OR EXISTING, OR
OWNED, ACQUIRED OR ARISING HEREAFTER AND WHEREVER LOCATED INCLUDING, WITHOUT
LIMITATION, ALL OF BORROWER'S 'GOODS' OTHER THAN 'INVENTORY', ALL REPLACEMENTS
AND SUBSTITUTIONS THEREFOR AND ALL ACCESSIONS THERETO, AND SPECIFICALLY
INCLUDES, WITHOUT LIMITATION, ALL PRESENT AND FUTURE MACHINERY, EQUIPMENT,
VEHICLES, MANUFACTURING EQUIPMENT, SHOP EQUIPMENT, OFFICE AND RECORD KEEPING
EQUIPMENT, FURNITURE, 'FIXTURES', PARTS, TOOLS AND ALL OTHER 'GOODS' (EXCEPT
'INVENTORY') USED OR ACQUIRED FOR