Common use of Pledged Property Clause in Contracts

Pledged Property. (a) Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a first priority security interest for such time until the Obligations are paid in full, in and to all of the property of the Company as set forth in Exhibit “A” attached hereto, whether presently owned or existing or hereafter acquired or coming into existence, and all additions and accessions thereto and all substitutions and replacements thereof (collectively, the “Pledged Property”). The Pledged Property, as set forth in Exhibit “A” attached hereto, and the products thereof and the proceeds of all such items are hereinafter collectively referred to as the “Pledged Collateral.” (b) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its first priority security interest in the Pledged Property at the expense of the Company. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party’s reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein. The Company shall permit the Secured Party and its representatives and agents the right to inspect the Pledged Collateral at any time and to make copies of records pertaining to the Pledged Collateral as may be requested by the Secured Party from time to time.

Pledged Property. (a) Company The Debtors hereby pledges pledge to the Secured Party, and creates create in the Secured Party for its benefit, a first priority security interest in and to all of the Pledged Property for such time until the Obligations are paid in full, full subject only to the existing security interests held by other parties in and to all of the property of the Company such Pledged Property as set forth in Exhibit “"A” " attached hereto, whether presently owned or existing or hereafter acquired or coming into existence, and all additions and accessions thereto and all substitutions and replacements thereof (collectively. Notwithstanding the ------------ foregoing, the “security interest granted pursuant to this Agreement shall terminate immediately in the event the Company redeems, or the Secured Party shall have converted, all amounts due under the Convertible Debentures. The Pledged Property”)Property shall not include assets identified as "Excluded Assets" on Exhibit "A" attached hereto. ------------ The Pledged Property, as set forth in Exhibit “"A” " attached hereto, and the ----------- products thereof and the proceeds of all such items are hereinafter collectively referred to as the “"Pledged Collateral.”" ------------------- (b) Simultaneously with the execution and delivery of this Agreement, the Company Debtors shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its first priority security interest in the Pledged Property at the expense of the CompanyProperty. Simultaneously with the execution and delivery of this Agreement, the Company Debtors shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party’s 's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein. The Company shall permit the Secured Party and its representatives and agents the right to inspect the Pledged Collateral at any time and to make copies of records pertaining to the Pledged Collateral as may be requested by the Secured Party from time to time.

Pledged Property. (a) Company The Debtors hereby pledges pledge to the Secured Party, and creates create in the Secured Party for its benefit, a first priority security interest in and to all of the Pledged Property for such time until the Obligations are paid in full, full subject only to the existing security interests held by other parties in and to all of the property of the Company such Pledged Property as set forth in Exhibit “"A” " attached hereto, whether presently owned or existing or hereafter acquired or coming into existence, and all additions and accessions thereto and all substitutions and replacements thereof (collectively. Notwithstanding the ------------ foregoing, the “Pledged Property”)security interest granted pursuant to this Agreement shall terminate immediately in the event the Company redeems, or the Secured Party shall have converted, all amounts due under the Convertible Debenture. The Pledged Property, as set forth in Exhibit “"A” " attached hereto, and the ----------- products thereof and the proceeds of all such items are hereinafter collectively referred to as the “"Pledged Collateral.”" ------------------- (b) Simultaneously with the execution and delivery of this Agreement, the Company Debtors shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its first priority security interest in the Pledged Property at the expense of the CompanyProperty. Simultaneously with the execution and delivery of this Agreement, the Company Debtors shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party’s 's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein. The Company shall permit the Secured Party and its representatives and agents the right to inspect the Pledged Collateral at any time and to make copies of records pertaining to the Pledged Collateral as may be requested by the Secured Party from time to time.

Pledged Property. (a) Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a first priority security interest for such time until the Obligations are paid in full, in and to all of the property and assets of the Company as set forth in Exhibit “A” attached hereto, whether presently owned or existing or hereafter acquired or coming into existence, and all additions and accessions thereto and all substitutions and replacements thereof (collectively, the “Pledged Property”). The Pledged Property, as set forth in Exhibit “A” attached hereto, and the products thereof and the proceeds of all such items are hereinafter collectively referred to as the “Pledged Collateral.” (b) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its first priority security interest in the Pledged Property at the expense of the CompanyProperty. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party’s reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein. The Company shall permit the Secured Party and its representatives and agents the right to inspect the Pledged Collateral at any time and to make copies of records pertaining to the Pledged Collateral as may be requested by the Secured Party from time to time.

Pledged Property. (a) As collateral security for all of the Obligations, the Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a first priority continuing security interest for such time until the Obligations are paid in full, in and to all of the property of the Company as set forth in Exhibit “A” attached hereto, Pledged Property whether presently now owned or existing or hereafter acquired or coming into existence, and all additions and accessions thereto and all substitutions and replacements thereof (collectively, the “Pledged Property”). The Pledged Property, as set forth in Exhibit “A” attached hereto, and the products thereof and the proceeds of all such items are hereinafter collectively referred to as the “Pledged Collateralacquired.” (b) Without limiting the generality of the foregoing, as additional security for the payment and performance of the Obligations, each Company hereby grants to the Secured Party a continuing security interest in, and hereby collaterally assigns to the Secured Party, all of such Company’s right, title and interest in and to each Deposit Account (as defined below) and in and to any deposits or other sums at any time credited to each such Deposit Account. In connection with the foregoing, each Company hereby authorizes and directs each bank or other depository institution which maintains any Deposit Account to pay or deliver to the Secured Party upon the Secured Party’s written demand thereof made at any time after the occurrence of an Event of Default has occurred (specifically including, without limitation, as a result of the Company’s failure to timely make a principal payment or interest payment under the Convertible Debentures) to all balances in each Deposit Account with such depository for application to the Obligations then outstanding. (c) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its first priority security interest in the Pledged Property at the expense of the CompanyProperty. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party’s reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein. The Company shall permit the Secured Party and its representatives and agents the right to inspect the Pledged Collateral at any time and to make copies of records pertaining to the Pledged Collateral as may be requested by the Secured Party from time to time.

Pledged Property. (a) As collateral security for all of the Obligations, the Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a first priority continuing security interest for such time until the Obligations are paid in full, in and to all of the property of the Company as set forth in Exhibit “A” attached hereto, Pledged Property whether presently now owned or existing or hereafter acquired or coming into existence, and all additions and accessions thereto and all substitutions and replacements thereof (collectively, the “Pledged Property”). The Pledged Property, as set forth in Exhibit “A” attached hereto, and the products thereof and the proceeds of all such items are hereinafter collectively referred to as the “Pledged Collateralacquired.” (b) Without limiting the generality of the foregoing, as additional security for the payment and performance of the Obligations, each Company hereby grants to the Secured Party a continuing security interest in, and hereby collaterally assigns to the Secured Party, all of such Company’s right, title and interest in and to each Deposit Account (as defined below) and in and to any deposits or other sums at any time credited to each such Deposit Account. In connection with the foregoing, each Company hereby authorizes and directs each bank or other depository institution which maintains any Deposit Account to pay or deliver to the Secured Party upon the Secured Party’s written demand thereof made at any time after the occurrence of an Event of Default has occurred (specifically including, without limitation, as a result of the Company’s failure to timely make a principal payment or interest payment under the Convertible Debentures) to all balances in each Deposit Account with such depository for application to the Obligations then outstanding. (c) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its first priority security interest in the Pledged Property, except for its security interest in the Pledged Property at the expense of the Companyidentified in subsection (g) on Exhibit A attached hereto. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party’s reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, except for its security interest in the Pledged Property identified in subsection (g) on Exhibit A attached hereto, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein. The Company shall permit the Secured Party and its representatives and agents the right to inspect the Pledged Collateral at any time and to make copies of records pertaining to the Pledged Collateral as may be requested by the Secured Party from time to time.

Pledged Property. (a) As collateral security for all of the Obligations, the Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a first priority continuing security interest for such time until the Obligations are paid in full, in and to all of the property of the Company as set forth in Exhibit “A” attached hereto, Pledged Property whether presently now owned or existing or hereafter acquired or coming into existence, and all additions and accessions thereto and all substitutions and replacements thereof (collectively, the “Pledged Property”). The Pledged Property, as set forth in Exhibit “A” attached hereto, and the products thereof and the proceeds of all such items are hereinafter collectively referred to as the “Pledged Collateralacquired.” (b) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its first priority security interest in the Pledged Property at the expense of the CompanyProperty. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party’s 's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein. (c) Establishment of a Lockbox Account, Dominion Account. As of the date hereof the Company, and the Secured Party shall have establish or designated all of the Company's bank accounts, except for the Company's operating account at Bank of America, listed in the Disclosure Schedule, attached to the Securities Purchase Agreement, as (i) a depository account, dominion account or such other "blocked account" established at a bank or banks (each such bank, a "Blocked Account Bank") pursuant to an arrangement with such Blocked Account Bank as well as a (ii) lock box account (collectively the a depository account, dominion account and the lock box account shall be referred to as "Blocked Accounts") or such other account as may be selected by the parties hereto for the deposit of all cash and all collections and proceeds from the Accounts to be deposited into the deposit Account and/or lock Box, as applicable, together with the proceeds thereof, all goods represented by such Accounts and all such goods that may be returned by the Company's and each Subsidiaries customers, and all proceeds of any insurance thereon, and all guarantees, securities and liens which the Company may hold for the payment of any such Accounts including, without limitation, all rights of stoppage in transit, replevin and reclamation and as an unpaid vendor and/or lienor, all of which the Company represents and warrants will be bona fide and existing obligations of its respective customers, arising out of the sale of goods by the Company in the ordinary course of business into any accounts other than the Deposit and/or the Lockbox Accounts, as applicable The Company parties hereto and each Blocked Account Bank shall permit enter into a deposit account control agreement in form and substance satisfactory to Secured Party directing such Blocked Account Bank, upon notification by the Secured Party of an Event of Default as defined herein, to transfer such funds so deposited into the Blocked Accounts, either to any account maintained by the Secured Party at said Blocked Account Bank or by wire transfer to appropriate account(s) the Secured Party directs and providing the Secured Party such control over the Blocked Accounts until the earlier of the Event of Default being cured or repayment of the Obligations. Upon an Event of Default all funds deposited in such Blocked Accounts shall immediately become the property of the Secured Party and its representatives and agents the right parties hereto shall obtain the agreement by such Blocked Account Bank to inspect waive any offset rights against the Pledged Collateral at any time and to make copies of records pertaining to the Pledged Collateral as may be requested by the Secured Party from time to timefunds so deposited.