Common use of Security Interest/Collateral Clause in Contracts

Security Interest/Collateral. As a further inducement for TEMPFUNDS to enter into this Agreement, and as collateral for all obligations of Borrower to TEMPFUNDS, now existing and hereafter arising, whether direct or indirect, absolute or contingent, due or to become due (collectively the “Obligations”), Borrower grants, assigns, conveys and transfers to TEMPFUNDS, a security interest under the New York Uniform Commercial Code (the “Code”), in the following described property (hereinafter collectively called “Collateral”): All presently existing or hereafter arising, now owned or hereafter acquired, including all additions, replacements, accessions, substitutions, increases, profits, income, distributions, and proceeds thereof, (i) Accounts, accounts receivable, contract rights, chattel paper (including electronic chattel paper), documents, instruments (including promissory notes), reserves, reserve accounts, commercial tort claims, rebates, refunds, and general intangibles (including tax refunds, payment intangibles, software, lists, trademarks, tradenames, tradestyles, tradedresses, licenses, licensing agreements, copyrights and patent rights) and all books and records relating to the Accounts and all proceeds of the foregoing property, including insurance proceeds, and any renewals, and extensions of the foregoing property and all proceeds thereof; (ii) all of Borrower’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Borrower’s right to receive payments for goods and other products sold or leased or for services rendered, whether or not earned by performance or recognized or billed by Borrower; (iii) all of Borrower’s contract rights including, without limitation, Borrower’s rights under distribution contracts, franchise agreements, license agreements, sales contracts, unfilled customer orders, and lease agreements; (iv) all of Borrower’s cash, drafts, certificates of deposit and deposit accounts; (v) all of Borrower’s assets, property and rights now or hereafter in the possession of TEMPFUNDS or its agents; (vi) all of Borrower’s supporting obligations, investment property and letter of credit rights, as defined in the Code; (vii) all inventory, wherever located, now owned or hereafter acquired, including without limitation, raw materials, work in process, finished goods, materials and supplies, computer software, programs, stored data, repossessions, deposits and credit balances relating thereto; and (viii) all leasehold improvements, furniture, fixtures, machinery and equipment, and computer hardware along with all increases, substitutions, replacements, additions, accessions of Borrower relating thereto, wherever situated, now owned by Borrower or hereafter acquired, (ix) such other assets of the same class or classes as the foregoing hereafter owned or acquired by Borrower; but excluding (x) any items of personal property described in Exhibit B, paragraph 18 under Excluded Collateral.

Security Interest/Collateral. As a further inducement for TEMPFUNDS Capital to enter into this Agreement, and as collateral for all obligations of Borrower to TEMPFUNDSCapital, now existing and hereafter arising, whether direct or indirect, absolute or contingent, due or to become due (collectively the “Obligations”), . Borrower grants, assigns, conveys and transfers to TEMPFUNDSCapital, a security interest under the New York North Carolina Uniform Commercial Code (the “Code”), in the following described property (hereinafter collectively called “Collateral”): ); All presently existing or hereafter arising, now owned or hereafter acquired, including all additions, replacements, accessions, substitutions, increases, profits, income, distributions, and proceeds thereof, (i) Accounts, accounts receivable, contract rights, chattel paper (including electronic chattel paper), documents, instruments (including promissory notes), reserves, reserve accounts, commercial tort claimsclams, rebates, refunds, and general intangibles (including tax refunds, payment intangibles, software, lists, trademarks, tradenames, tradestyles, tradedresses, licenses, licensing agreements, copyrights and patent rights) and all books and records relating to the Accounts and all proceeds of the foregoing property, including insurance proceeds, and any renewals, and extensions of the foregoing property and all proceeds thereof; (ii) all of Borrower’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Borrower’s right to receive payments for goods and other products sold or leased or for services rendered, whether or not earned by performance or recognized or billed by Borrower; (iii) all of Borrower’s contract rights including, without limitation, Borrower’s rights under distribution contractscontract, franchise agreements, including, without limitation, those certain franchise agreements and loan facilitation agreements (collectively the “Franchise Agreement”) with those franchisees as set forth on Exhibit D attached hereto and made a part hereof (collectively the “Franchisees”), license agreements, sales contracts, unfilled customer orders, and lease agreements; (iv) all of Borrower’s cash, drafts, certificates of deposit and deposit accounts; (v) all of Of Borrower’s assets, property and rights now or hereafter in the possession of TEMPFUNDS Capital or its agents; (vi) all of Borrower’s supporting obligations, investment property and letter of credit rights, as defined in the Code; (vii) all inventory, wherever located, now owned or hereafter acquired, including without limitation, raw materials, work in process, finished goods, materials and supplies, computer software, programs, stored data, repossessions, deposits and credit balances relating thereto; thereto and (viii) all leasehold improvements, furniture, fixtures, machinery and equipment, and computer hardware along with all increases, substitutions, replacements, additions, accessions of Borrower relating thereto, wherever situated, now owned by Borrower or hereafter acquired, ; and (ixviii) such other assets of the same class or classes as the foregoing hereafter owned or acquired by Borrower; , but excluding (xix) any items of personal property described in Exhibit B, paragraph 18 under Excluded Collateral. Borrower shall be liable for, and Capital may charge Borrower’s account with all reasonable Costs and Expenses as described in Exhibit B, paragraph 19 under Costs and Expenses.

Security Interest/Collateral. As (a) If Borrower obtains the consent of CapitalSource (the "CAPITALSOURCE CONSENT"), the payment and performance of the Obligations (as hereinafter defined) by Borrower shall be secured by a further inducement for TEMPFUNDS to enter into this Agreementcontinuing security interest in and lien upon, and as collateral for pledge to Lender, of all obligations of Borrower Borrower's right, title and interest in and to TEMPFUNDS, now existing and hereafter arising, whether direct or indirect, absolute or contingent, due or to become due the following (collectively and each individually, the “Obligations”"COLLATERAL"), Borrower grants, assigns, conveys and transfers to TEMPFUNDS, a which security interest under the New York Uniform Commercial Code is intended to be a second priority security interest (the “Code”"SECOND LIEN"), subordinate and junior to the security interest of CapitalSource in such Collateral. If the following described property CapitalSource Consent is obtained, the Collateral shall consent of the following: (hereinafter collectively called “Collateral”): All presently existing i) all of Borrower's tangible personal property, including without limitation all present and future inventory and equipment (including items of equipment which are or hereafter arisingbecome fixtures), now owned or hereafter acquired, including and all additions, replacements, accessions, substitutions, increases, profits, income, distributionsdocuments of title or other documents representing any of the foregoing, and proceeds thereofall collateral security and guaranties of any kind, (i) Accountsnow or hereafter in existence, accounts receivable, contract rights, chattel paper (including electronic chattel paper), documents, instruments (including promissory notes), reserves, reserve accounts, commercial tort claims, rebates, refunds, and general intangibles (including tax refunds, payment intangibles, software, lists, trademarks, tradenames, tradestyles, tradedresses, licenses, licensing agreements, copyrights and patent rights) and all books and records relating given by any person with respect to the Accounts and all proceeds any of the foregoing property, including insurance proceeds, and any renewals, and extensions of the foregoing property and all proceeds thereof; foregoing; (ii) all of Borrower’s rights 's intangible personal property, including without limitation, all present and future accounts (as defined in the Uniform Commercial Code in effect in the State of Florida from time to receive payments from any source and for any reason time (whether characterized as the "UCC")) of Borrower, including accounts, accounts receivable, chattel papercredit card receivables, choses-monies due or to become due and obligations in actionany form (whether arising in connection with contracts, contract rights, general intangibles, instruments, securities, notes general intangibles or otherwisechattel paper) including, without limitation, Borrower’s right to receive payments for in each case arising out of goods and other products sold or leased services rendered or for services rendered, from any other transaction and whether or not earned by performance or recognized or billed by Borrower; (iii) all of Borrower’s contract rights includingperformance, without limitation, Borrower’s rights under distribution contracts, franchise agreements, license agreements, sales contracts, unfilled customer orders, and lease agreements; (iv) all of Borrower’s cash, drafts, certificates of deposit and deposit accounts; (v) all of Borrower’s assets, property and rights now or hereafter in existence, and all documents of title or other documents representing any of the possession foregoing, and all collateral security and guaranties of TEMPFUNDS any kind, now or its agentshereafter in existence, given by any person with respect to any of the foregoing (collectively, "ACCOUNTS"); securities; contract rights; licenses, leases, powers, permits, franchises, certificates, authorizations, approvals, certificates of need, provider numbers and other rights (vi) all of Borrower’s supporting obligationscollectively, investment property and letter of credit rights, "PERMITS"); general intangibles; chattel paper (as defined in Section 9-102 of the CodeUCC); (vii) all inventory, wherever locateddocuments; instruments; any promissory note receivables; deposit accounts; letter-of-credit rights and supporting obligations; rights to the payment of money or other forms of consideration of any kind; tax refunds; insurance proceeds, now owned or hereafter acquired, including without limitationand all intangible and tangible personal property relating to or arising out of any of the foregoing, raw materials, work in process, finished goods, materials and supplies, computer software, programs, stored data, repossessions, deposits and credit balances relating thereto; and except for the advances related to the split dollar key man life insurance; (viiiiii) all leasehold improvementsof Borrower's present and future contracts with the United States Government or with any agency thereof, furniture, fixtures, machinery and equipmentall amendments thereto, and computer hardware along all rights thereunder and the related Accounts arising out of or with respect to any government contract, and all increases, substitutions, replacements, additions, accessions of Borrower relating thereto, wherever situatedproceeds thereof, now owned by Borrower or hereafter acquired, (ix) such other assets of the same class or classes as the foregoing hereafter owned or acquired by Borrower; but excluding provided, however, that Lender shall not have a security interest in any rights under any government contract of Borrower or in the related Account where the taking of such security interest would be a violation of an express prohibition contained in the government contract (xfor purposes of this limitation, the fact that a government contract is subject to, or otherwise refers to, Title 31, ss. 203 or Title 41, ss. 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (iv) any items and all additions to any of personal property described in Exhibit Bthe foregoing, paragraph 18 under Excluded Collateraland any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing.