Common use of Borrower Collateral Clause in Contracts

Borrower Collateral. (a) Borrower hereby assigns, pledges and grants to Lender, and agrees that Lender shall have a perfected and continuing security interest in, and Lien on, (a) all of Borrower's Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment Property, and General Intangibles (in which Borrower is permitted under the terms thereof to grant a security interest) and all of Borrower's deposit accounts with any financial institution with which Borrower maintains deposits, whether now owned or existing or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account or Chattel Paper, (c) all insurance policies relating to the foregoing and the right to receive refunds of unearned insurance premiums under those policies, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and all Equipment and General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records; and (e) all Proceeds and products of the foregoing. Borrower further agrees that Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents to which it is a party and under applicable Laws. (b) Borrower covenants and agrees that Borrower shall provide Lender with all necessary information and will execute and deliver such documents as are required to comply with the Federal Assignment of Claims Act of 1940 (31 U.S.C. ss.3727 and 41 U.S.C. ss.15), to perfect Lender's security interest in the Accounts arising under Government Contracts with a contract value equal to or greater than Fifty Thousand Dollars ($50,000) and such other Government Contracts as Lender may determine in its sole discretion.

Borrower Collateral. The Borrower Collateral shall consist of all ------------------- right, title and interest of Borrower in and to the following: (a) All shares of capital stock of each now existing and hereafter formed or acquired Subsidiary of Borrower, now owned and hereafter acquired by Borrower, together with all new, substituted and additional securities at any time issued with respect thereto (collectively and severally, the "Pledged Shares", with all the Pledged Shares in existence as of the date hereof being listed and described on Schedule 1 hereto) and all voting or other rights now ---------- or hereafter exercisable and all cash and noncash dividends and all other property now or hereafter receivable with respect to any of the foregoing; provided, however, that with respect to each Subsidiary of Borrower hereby assignswhich is a Foreign Subsidiary, pledges the Pledged Shares shall include shares which may constitute less than one hundred percent (100%) but no less than sixty-five percent (65%) of the voting capital stock of such Subsidiary; (b) All now existing and grants hereafter arising rights of the holder of Pledged Shares with respect thereto, including, without limitation, all voting rights and all rights to Lender, cash and agrees that Lender shall have a perfected noncash dividends and continuing security interest in, and Lien on, other distributions on account thereof; (ac) all All of Borrower's Accountsright, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment Property, title and General Intangibles interest in and to (in but not Borrower's obligations under) all now existing and hereafter arising contracts and agreements to which Borrower is permitted party, including, without limitation, each of the agreements listed on Schedule 2 hereto, in each case as such agreements ---------- may be amended, supplemented or otherwise modified from time to time (such agreements, as so amended, supplemented or modified, individually, an "Assigned Agreement", and collectively, the "Assigned Agreements"), including, without limitation, all rights of Borrower to receive moneys due and to become due under or pursuant to the Assigned Agreements, all rights of Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, all claims of Borrower for damages arising out of or for breach of or default under the terms thereof Assigned Agreements, and all rights of Borrower to terminate, amend, supplement or modify the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; provided, however, that with respect to any such contract or agreement where the grant of a security interestinterest in Borrower's right, title and interest therein is prohibited by the terms thereof, or would give any other party the right to terminate its obligations thereunder, or is not permitted because any necessary consent to such grant has not been obtained, the Collateral shall include only the rights of Borrower to receive moneys due and to become due, if any, under or pursuant to such contract or agreement; (d) All now existing and all hereafter arising receivables, accounts, contracts, contract rights, chattel paper, documents, instruments and general intangibles of Borrower's deposit accounts with any financial institution with which Borrower maintains deposits, whether now owned or existing not arising out of or hereafter acquired or arising, (b) all returned, rejected or repossessed goods, in connection with the sale or lease of which shall have given goods or shall give rise the rendering of services, and all rights of Borrower now or hereafter arising in and to an Account all security agreements, guaranties, leases and other contracts securing or Chattel Paper, (c) all insurance policies otherwise relating to any such receivables, contracts, contract rights, chattel paper, documents, instruments and general intangibles, including each note receivable referred to in Schedule 3 attached ---------- hereto (any and all such receivables, contracts, contract rights, chattel paper, documents and instruments being the "Receivables", and any and all such security agreements, guaranties, leases and other contracts being the "Related Contracts"); (e) All inventory of Borrower, now owned and hereafter acquired, wherever located, including, without limitation, all merchandise, goods and other personal property which are held for sale or lease, all raw materials, work in process, materials used or consumed in Borrower's business and finished goods, all goods in which Borrower has an interest in mass or a joint or other interest or gifts of any kind (including goods in which Borrower has an interest or right as consignee), and all goods which are returned to or repossessed by Borrower, together with all additions and accessions thereto and replacements therefor and products thereof and documents therefor (any and all of the foregoing being the "Inventory"); (f) All equipment of Borrower, now owned and hereafter acquired, wherever located, and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor, including, without limitation, all machinery, tools, dies, blueprints, catalogues, computer hardware and software, furniture, furnishings and fixtures (any and all of the foregoing being the "Equipment"); (g) All now existing and hereafter acquired Intellectual Property Collateral owned by Borrower or used in Borrower's business; provided, however, -------- ------- that with respect to any Computer Hardware and Software Collateral where the grant of a security interest in Borrower's right, title and interest therein is prohibited by the terms thereof, or would give any other party the right to terminate its obligations thereunder, or is not permitted because any necessary consent to such grant has not been obtained, the Collateral shall include only the rights of Borrower to receive refunds moneys due and to become due, if any, under or pursuant to such Computer Hardware and Software Collateral; (h) All deposit accounts, now existing and hereafter arising or established, maintained in Borrower's name with any financial institution, including, without limitation, those accounts described more particularly on Schedule 4 attached hereto, and any and all funds at any time held therein and ---------- all certificates and instruments, if any, from time to time representing, evidencing or deposited into such accounts, and all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of unearned insurance premiums under those policiesor in exchange for any or all of the foregoing; (i) All now existing and hereafter acquired books, records, writings, data bases, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the foregoing Borrower Collateral; (dj) All other property of Borrower now or hereafter in the possession, custody or control of the Administrative Agent, and all books property of Borrower in which the Administrative Agent now has or hereafter acquires a security interest; (k) All now existing and records hereafter acquired cash and cash equivalents held by Borrower not otherwise included in the foregoing Collateral; and (l) All products and proceeds of the foregoing Borrower Collateral. For purposes of this Borrower Security Agreement, the term "proceeds" includes whatever media (paperis receivable or received when Borrower Collateral or proceeds thereof is sold, electronic collected, exchanged or otherwise) recorded otherwise disposed of, whether such disposition is voluntary or storedinvoluntary, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance relating thereto. Notwithstanding the foregoing and all Equipment and General Intangibles necessary or beneficial to retainforegoing, access and/or process the information contained Borrower Collateral shall not include the leasehold interest in those books and records; and (e) all Proceeds and products any equipment, nor any equipment acquired under purchase money financing permitted under the Credit Agreement, if the granting of a security interest therein would violate the terms of the foregoing. Borrower further agrees that Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this Agreement, under each of the other Financing Documents to which it is a party and under applicable Lawslease or financing documents. (b) Borrower covenants and agrees that Borrower shall provide Lender with all necessary information and will execute and deliver such documents as are required to comply with the Federal Assignment of Claims Act of 1940 (31 U.S.C. ss.3727 and 41 U.S.C. ss.15), to perfect Lender's security interest in the Accounts arising under Government Contracts with a contract value equal to or greater than Fifty Thousand Dollars ($50,000) and such other Government Contracts as Lender may determine in its sole discretion.