Common use of Security Interest and Collateral Clause in Contracts

Security Interest and Collateral. To secure the payment and performance in accordance with the terms and conditions of the Loan Documents (defined below) of the Obligations (defined below) which Debtor may now or at any time hereafter owe to the Secured Party, the Debtor hereby grants the Secured Party a security interest (herein called the “Security Interest”) in the following property (collectively, the “Collateral”): (i) the issued and outstanding capital stock, equity securities, membership interests or units, and ownership interests, and rights issued or granted in connection with the foregoing, of Xxxxxxx.xxx Holdings (BVI) Limited and Xxxxxxx.xxx Limited (each, a “Pledgee”, and together, the “Pledgees”) that are now or hereafter owned or held of record or beneficially by Debtor, and the certificates representing such shares, securities and/or interests; (ii) all other capital stock, equity securities, warrants, options, membership interests and units, and ownership interests, and rights issued or granted in connection with the foregoing, issued by such Person now or hereafter owned or held of record or beneficially by Debtor at any time (and the certificates or other documents or instruments representing such shares, securities and/or other interests); (iii) all rights associated with anything of the foregoing (including any rights under any shareholders agreements, investor rights agreements, registration rights agreements, and similar agreements); and (iv) any and all replacements, products and proceeds of, and dividends, distributions in property or securities, returns of capital or other distributions made on or with respect to, any of the foregoing. Notwithstanding the foregoing or any other provision herein or any other provisions in any other Loan Document to the contrary, “Collateral” shall not include voting equity interests of any CFC, solely to the extent that such equity interests represents more than 65% of the outstanding voting equity interests of such CFC, or if a pledge of such voting equity interests of such CFC otherwise causes negative tax implications to Debtor. For purposes of this paragraph, “CFC” means a controlled foreign corporation (as that term is defined in the U.S. Internal Revenue Code of 1986, as amended).

Security Interest and Collateral. To secure (check one): [ ] the payment and performance in accordance with the terms of each and conditions every debt, liability and obligation of the Loan Documents every type and description which ---------------------------------------------------------------------------- (defined below"Debtor") of the Obligations (defined below) which Debtor may now or at any time hereafter owe to Secured Party (whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or joint, several or joint and several; all such debts, liabilities and obligations being herein collectively referred to as the "Obligations"). [x] the debt, liability or obligation of BODYBILT SEATING INC. (MODIFICATION) ("Debtor") to Secured PartyParty evidenced by or arising under the following: PROMISSORY NOTE NUMBER #33118-68 DATED 5-31-95, and any extensions, renewals or replacements thereof (herein referred to as the Debtor "Obligations"), Pledgor hereby grants the Secured Party a security interest (herein called the “"Security Interest”") in (check one): [ ] all property of any kind now or at any time hereafter owned by Pledgor, or in which Pledgor may now or hereafter have an interest, which may now be or may at any time hereafter come into the following property (collectivelypossession or control of Secured Party or into the possession or control of Secured Party's agents or correspondents, the “Collateral”): (i) the issued whether such possession or control is given for collateral purposes or for safekeeping, together with all proceeds of and outstanding capital stock, equity securities, membership interests or units, and ownership interests, and other rights issued or granted in connection with such property (herein called the foregoing"Collateral"). [X] the property owned by Pledgor and held by Secured Party that is described as follows: JACKXXX XXXIONAL LIFE INSURANCE POLICY #8636700, of Xxxxxxx.xxx Holdings (BVI) Limited and Xxxxxxx.xxx Limited (each, a “Pledgee”, and together, the “Pledgees”) that are now or hereafter owned or held of record or beneficially by Debtor, and the certificates representing such shares, securities and/or interests; (ii) together with all other capital stock, equity securities, warrants, options, membership interests and units, and ownership interests, and rights issued or granted in connection with that property (herein called the foregoing, issued by such Person now or hereafter owned or held of record or beneficially by Debtor at any time (and the certificates or other documents or instruments representing such shares, securities and/or other interests); (iii) all rights associated with anything of the foregoing (including any rights under any shareholders agreements, investor rights agreements, registration rights agreements, and similar agreements); and (iv) any and all replacements, products and proceeds of, and dividends, distributions in property or securities, returns of capital or other distributions made on or with respect to, any of the foregoing. Notwithstanding the foregoing or any other provision herein or any other provisions in any other Loan Document to the contrary, “"Collateral” shall not include voting equity interests of any CFC, solely to the extent that such equity interests represents more than 65% of the outstanding voting equity interests of such CFC, or if a pledge of such voting equity interests of such CFC otherwise causes negative tax implications to Debtor. For purposes of this paragraph, “CFC” means a controlled foreign corporation (as that term is defined in the U.S. Internal Revenue Code of 1986, as amended").

Security Interest and Collateral. To secure the payment and performance in accordance with the terms and conditions of the Loan Documents Indebtedness (defined below) of the Obligations (as defined below) which Debtor Airgate International Corporation, a New York corporation, Airgate International Corporation (Chicago), an Illinois corporation, and Paradigm International Inc., a Florida corporation (collectively and individually referred to as the “Borrowers”) may now or at any time hereafter owe to the Secured Party, the Debtor hereby grants the Secured Party a security interest (herein called the “Security Interest”) in all property of any kind now or at any time hereafter owned by the following property (collectivelyDebtor, or in which the “Collateral”): Debtor may now or hereafter have an interest, which may now be or may at any time hereafter (i) come into the issued possession or control of the Secured Party or into the possession or control of the Secured Party’s agents or correspondents, whether such possession or control is given for collateral purposes or for safekeeping; or (ii) be transferred or assigned to the Secured Party by any means permitted under Article 8 of the Uniform Commercial Code including, but not limited to, (A) those shares of stock held by Debtor and outstanding capital stock, equity securities, membership interests or units, listed on Schedule 1 hereto and ownership interests, and rights issued or granted in connection with the foregoing, of Xxxxxxx.xxx Holdings (BVI) Limited and Xxxxxxx.xxx Limited (each, a “Pledgee”, and together, the “Pledgees”) that are now or hereafter owned or held of record or beneficially by Debtor, and the any certificates representing such shares, securities and/or interests; (iiB) all other capital stock, equity securities, warrants, options, the limited liability company membership interests held by Debtor and unitslisted on Schedule 1 hereto and any certificates representing such interests and all of Debtor’s rights, powers and ownership remedies under each operating agreement or limited liability company agreement relating to such interests, and (C) all dividends, distributions, cash, instruments and other property of proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such shares or interests, together with all rights issued or granted in connection with such property (the foregoing“Collateral”). "Indebtedness" is used herein in its most comprehensive sense and means any and all advances, issued by such Person debts, obligations and liabilities of the Borrowers to the Secured Party, heretofore, now or hereafter owned made, incurred or held of record created, whether voluntary or beneficially by Debtor involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement at any time (and entered into by the certificates or other documents or instruments representing such shares, securities and/or other interests); (iii) all rights associated Borrowers with anything of the foregoing (including any rights under any shareholders agreements, investor rights agreements, registration rights agreementsSecured Party, and similar agreements); and (iv) any and all replacements, products and proceeds of, and dividends, distributions in property whether the Borrowers may be liable individually or securities, returns of capital or other distributions made on or jointly with respect to, any of the foregoing. Notwithstanding the foregoing or any other provision herein or any other provisions in any other Loan Document to the contrary, “Collateral” shall not include voting equity interests of any CFC, solely to the extent that such equity interests represents more than 65% of the outstanding voting equity interests of such CFCothers, or if a pledge of whether recovery upon such voting equity interests of such CFC otherwise causes negative tax implications to Debtor. For purposes of this paragraph, “CFC” means a controlled foreign corporation (as that term is defined in the U.S. Internal Revenue Code of 1986, as amended)Indebtedness may be or hereafter becomes unenforceable.

Security Interest and Collateral. (a) To secure the prompt and complete payment and performance in accordance with the terms and conditions when due (whether at stated maturity, by acceleration or otherwise) of all of the Loan Documents (defined below) obligations and liabilities of the Obligations (defined below) Maker to Payee under this Note, together with all costs of enforcement in connection herewith and therewith, Maker hereby grants to Payee a continuing security interest in, and lien upon, all of Maker’s and its Subsidiaries’ property and assets, whether real or personal, tangible or intangible, and whether now owned or hereafter acquired, or in which Debtor may it now has or at any time hereafter owe to in the Secured Partyfuture may acquire any right, the Debtor hereby grants the Secured Party a security interest (herein called the “Security Interest”) in title or interest, including all of the following property in which it now has or at any time in the future may acquire any right, title or interest: all accounts, accounts receivable, deposit accounts, inventory, equipment, goods, documents, instruments (including promissory notes), contract rights, general intangibles (including payment intangibles), chattel paper, supporting obligations, investment property, letter-of-credit rights, commercial tort claims, Maker’s and its Subsidiaries’ right, title and interest in and to all shares of capital stock, securities and equity interests in the Subsidiaries of Maker, permits, licenses, intellectual property, trademarks, trade styles, patents and copyrights in which Maker or its Subsidiaries now has or hereafter may acquire, title and interest, all books, records, computer programs, tapes, disks and related data processing software, all proceeds and products thereof (including proceeds of insurance) and all additions, accessions and substitutions thereto or therefor (the foregoing, collectively, the “Maker Collateral”): (i) the issued and outstanding capital stock, equity securities, membership interests or units, and ownership interests, and rights issued or ). The security interest granted hereby shall be senior in connection right with the foregoing, of Xxxxxxx.xxx Holdings (BVI) Limited and Xxxxxxx.xxx Limited (each, a “Pledgee”, and together, the “Pledgees”) that are now or hereafter owned or held of record or beneficially by Debtor, and the certificates representing such shares, securities and/or interests; (ii) all other capital stock, equity securities, warrants, options, membership security interests and units, and ownership interests, and rights issued or that have been granted in connection with the foregoing, issued by such Person now or hereafter owned or held of record or beneficially by Debtor at any time (and the certificates or other documents or instruments representing such shares, securities and/or other interests); (iii) all rights associated with anything of the foregoing (including any rights under any shareholders agreements, investor rights agreements, registration rights agreements, and similar agreements); and (iv) any and all replacements, products and proceeds of, and dividends, distributions in property or securities, returns of capital or other distributions made on or with respect to, any of the foregoing. Notwithstanding the foregoing or any other provision herein or any other provisions in any other Loan Document Maker prior to the contrary, “Collateral” shall not include voting equity interests of any CFC, solely to the extent that such equity interests represents more than 65% of the outstanding voting equity interests of such CFC, or if a pledge of such voting equity interests of such CFC otherwise causes negative tax implications to Debtor. For purposes of this paragraph, “CFC” means a controlled foreign corporation (as that term is defined in the U.S. Internal Revenue Code of 1986, as amended)date hereof.

Security Interest and Collateral. To secure the payment and performance in accordance with the terms and conditions of the Loan Documents (defined below) of the Obligations (defined below) which the Debtor may now or at any time hereafter owe to the Secured Party pursuant to that certain Senior Subordinated Note Purchase and Security Agreement dated as of even date herewith by and among the Debtor, the Guarantors party thereto and the Secured Party, (the “Purchase Agreement”), the Debtor hereby grants the Secured Party a security interest (herein called the “Security Interest”) in the following property (collectively, the “Collateral”): (i) the issued and outstanding capital stock, equity securities, membership interests or units, and ownership interests, and rights issued or granted in connection with the foregoing, of Xxxxxxx.xxx Holdings each Person (BVI) Limited and Xxxxxxx.xxx Limited (eachincluding, but not limited to, [_____________], a “Pledgee”, and together, the “Pledgees”[_________] as set forth on Schedule 1) that are now or hereafter owned or held of record or beneficially by Debtor, and the certificates representing such shares, securities and/or interests; (ii) all other capital stock, equity securities, warrants, options, membership interests and units, and ownership interests, and rights issued or granted in connection with the foregoing, issued by such Person now or hereafter owned or held of record or beneficially by Debtor at any time (and the certificates or other documents or instruments representing such shares, securities and/or other interests); (iii) all rights associated with anything of the foregoing (including any rights under any shareholders agreements, investor rights agreements, registration rights agreements, and similar agreements); and (iv) any and all replacements, products and proceeds of, and dividends, distributions in property or securities, returns of capital or other distributions made on or with respect to, any of the foregoing. Notwithstanding ; provided, however, the foregoing or any other provision herein or any other provisions in any other Loan Document to the contrary, “Collateral” shall not include shares of capital stock having voting equity interests power in excess of any CFC, solely to the extent that such equity interests represents more than 65% of the outstanding voting equity interests power of such CFC, or if all classes of capital stock of a pledge of such voting equity interests of such CFC otherwise causes negative tax implications to Debtor. For purposes of this paragraph, “CFC” means a first tier controlled foreign corporation (as that term is defined in the U.S. Internal Revenue Code of 1986, as amendedIRC). Capitalized terms used but not otherwise defined herein shall have the meanings accorded them in the Purchase Agreement.

Security Interest and Collateral. To secure the payment and performance in accordance with the terms and conditions of the Loan Documents (defined below) of the Obligations Indebtedness (defined below) which the Debtor may now or at any time hereafter owe to the Secured Party, the Debtor hereby grants the Secured Party a security interest (herein called the “Security Interest”) in all of the following property now or at any time hereafter owned by the Debtor, or in which the Debtor may now or hereafter have an interest (collectively, the “Collateral”): (i) the issued and outstanding capital stock, equity securities, membership interests or units, and ownership interests, and rights issued or granted in connection with the foregoing, of Xxxxxxx.xxx Holdings (BVI) Limited and Xxxxxxx.xxx Limited (each, a “Pledgee”, and together, the “Pledgees”) any Person that are now or hereafter owned or held of record or beneficially by Debtor, including, but not limited to, the interests listed on Schedule 1 hereto (and the certificates representing such shares, securities and/or interests); (ii) all other capital stock, equity securities, warrants, options, membership interests and units, and ownership interests, and rights issued or granted in connection with the foregoing, issued by such any Person now or hereafter owned or held of record or beneficially by Debtor at any time (and the certificates or other documents or instruments representing such shares, securities and/or other interests); and (iii) all rights associated with anything of the foregoing (including any rights under any shareholders agreements, investor rights agreements, registration rights agreements, and similar agreements); and (iv) any and all replacements, products and proceeds of, and dividends, distributions in property or securities, returns of capital or other distributions made on or with respect to, any of the foregoing. Notwithstanding , together with all rights in connection with such property; provided, however, that the foregoing or any other provision herein or any other provisions in any other Loan Document to the contrary, term “Collateral” shall not include voting equity interests of any CFC, solely to the extent that such equity interests represents more than 6566% of the outstanding voting equity interests stock of such CFC, or if any Subsidiary that is a pledge of such voting equity interests of such CFC otherwise causes negative tax implications to Debtor. For purposes of this paragraph, “CFC” means a controlled foreign corporation (corporation” as that term is defined in the U.S. United Stated Internal Revenue Code Code. “Indebtedness” is used herein in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of 1986the Debtor to the Secured Party, as amendedheretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement at any time entered into by the Debtor with the Secured Party or with Xxxxx Fargo Merchant Services, L.L.C., and whether the Debtor may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter becomes unenforceable. Collateral Pledge Agreement WFBC/Phoenix Footwear (pledge of sub’s).

Security Interest and Collateral. To In order to secure the payment and performance in accordance with the terms and conditions of the Loan Documents (defined below) of the Obligations (defined below) which Debtor may now or at any time hereafter owe to the Secured PartyObligations, the Debtor Grantor hereby grants to the Secured Party a security interest (herein called the “Security Interest”) in and to the following property properties, rights and assets of the Grantor, wherever located, and whether now owned or hereafter acquired (collectively, hereinafter collectively referred to as the “Collateral”): any and all furniture, fixtures, machinery, equipment, goods, inventory, accounts and any other rights to the payment of money (including, but not limited to, all health-care-insurance receivables), deposit accounts, money, vehicles, prepaid insurance, letter-of-credit rights, supplies, causes of action, patents and patent applications, patent rights, inventions, designs, registered and unregistered copyrights and applications, trademarks, goodwill, trade names, trade secrets, methods, know-how, processes, specifications, Internet addresses and sites, universal locators, software, license rights, royalty rights, franchise rights, chattel paper (including, without limitation, electronic chattel paper and tangible chattel paper), documents, instruments, investment property, payment intangibles, general intangibles, rights or benefits arising under any contracts, tax refund claims, choses in action and claims against third parties (including, without limitation, the right to xxx for past, present and future infringements), commercial tort claims, security deposits, security interests, rights to reimbursement and indemnification, and books, records and other information relating to the Grantor or the Collateral (whether in tangible or intangible form). together with all supporting obligations, additions, substitutions and replacements for and products and proceeds of any of the foregoing property and, in the case of all tangible Collateral, together with (i) the issued all accessories, attachments, parts, equipment, accessions and outstanding capital stock, equity securities, membership interests repairs now or units, and ownership interests, and rights issued hereafter attached or granted affixed to or used in connection with the foregoing, of Xxxxxxx.xxx Holdings (BVI) Limited and Xxxxxxx.xxx Limited (each, a “Pledgee”any such goods, and together, the “Pledgees”) that are now or hereafter owned or held of record or beneficially by Debtor, and the certificates representing such shares, securities and/or interests; (ii) all warehouse receipts, bills of lading and other capital stock, equity securities, warrants, options, membership interests and units, and ownership interests, and rights issued or granted in connection with the foregoing, issued by such Person documents now or hereafter owned or held of record or beneficially by Debtor at any time (covering such goods. This Agreement shall create a continuing security interest in the Collateral and shall, except as otherwise set forth in Section 6, remain in full force in effect until the certificates or other documents or instruments representing such shares, securities and/or other interests); (iii) all rights associated with anything satisfaction in full of the foregoing (including any rights under any shareholders agreements, investor rights agreements, registration rights agreements, and similar agreements); and (iv) any and all replacements, products and proceeds of, and dividends, distributions in property or securities, returns of capital or other distributions made on or with respect to, any of Secured Obligations. All terms not otherwise described herein shall have the foregoing. Notwithstanding the foregoing or any other provision herein or any other provisions in any other Loan Document meaning assigned to the contrary, “Collateral” shall not include voting equity interests of any CFC, solely to the extent that such equity interests represents more than 65% of the outstanding voting equity interests of such CFC, or if a pledge of such voting equity interests of such CFC otherwise causes negative tax implications to Debtor. For purposes of this paragraph, “CFC” means a controlled foreign corporation (as that term is defined them in the U.S. Internal Revenue Code of 1986, as amended)Loan Agreement.

Security Interest and Collateral. To secure the payment and performance in accordance with the terms and conditions of the Loan Documents (defined below) of the Obligations (defined below) which Debtor may now or at any time hereafter owe to the Secured Party, the Debtor hereby grants the Secured Party a security interest (herein called the “Security Interest”) in the following property (collectively, the “Collateral”): (i) the issued and outstanding capital stock, equity securities, membership interests or interests, membership units, units, and ownership interests, and rights issued or granted in connection with any of the foregoing, of Xxxxxxx.xxx Holdings each Person (BVI) Limited including, but not limited to, New York Publishing Group, Inc. and Xxxxxxx.xxx Limited (eachAndover Games, a “Pledgee”, and together, the “Pledgees”LLC) that are now or hereafter owned or held of record or beneficially by Debtor, and the certificates representing such shares, securities and/or interests, if any; (ii) all other capital stock, equity securities, warrants, options, membership interests and interests, membership units, units, and ownership interests, and rights issued or granted in connection with the foregoing, issued by such Person now or hereafter owned or held of record or beneficially by Debtor at any time (and the certificates or other documents or instruments representing such shares, securities and/or other interests, if any); (iii) all rights associated with anything of the foregoing (including any rights under any shareholders agreements, investor rights agreements, registration rights agreements, and similar agreements); and (iv) any and all replacements, products and proceeds of, and dividends, distributions in property or securities, returns of capital or other distributions made on or with respect to, any of the foregoing. Notwithstanding the foregoing or any other provision herein or any other provisions in any other Loan Document to the contraryforegoing, “Collateral” shall not include voting equity interests of any CFC, solely to the extent that such equity interests represents more than 65% of the outstanding voting equity interests of such CFC, or if a pledge of such voting equity interests of such CFC otherwise causes negative tax implications to Debtor. For purposes of this paragraph, “CFC” means a controlled foreign corporation (as that term is defined in the U.S. Internal Revenue Code of 1986, as amended).

Security Interest and Collateral. To secure the payment and performance in accordance with the terms and conditions of the Loan Documents Indebtedness (defined below) of the Obligations (as defined below) which Debtor Airgate International Corporation, a New York corporation, Airgate International Corporation (Chicago), an Illinois corporation, and Paradigm International Inc., a Delaware corporation (collectively and individually referred to as the “Borrowers”) may now or at any time hereafter owe to the Secured Party, the Debtor hereby grants the Secured Party a security interest (herein called the “Security Interest”) in all property of any kind now or at any time hereafter owned by the following property (collectivelyDebtor, or in which the “Collateral”): Debtor may now or hereafter have an interest, which may now be or may at any time hereafter (i) come into the issued possession or control of the Secured Party or into the possession or control of the Secured Party’s agents or correspondents, whether such possession or control is given for collateral purposes or for safekeeping; or (ii) be transferred or assigned to the Secured Party by any means permitted under Article 8 of the Uniform Commercial Code including, but not limited to, (A) those shares of stock held by Debtor and outstanding capital stock, equity securities, membership interests or units, listed on Schedule 1 hereto and ownership interests, and rights issued or granted in connection with the foregoing, of Xxxxxxx.xxx Holdings (BVI) Limited and Xxxxxxx.xxx Limited (each, a “Pledgee”, and together, the “Pledgees”) that are now or hereafter owned or held of record or beneficially by Debtor, and the any certificates representing such shares, securities and/or interests; (iiB) all other capital stock, equity securities, warrants, options, the limited liability company membership interests held by Debtor and unitslisted on Schedule 1 hereto and any certificates representing such interests and all of Debtor’s rights, powers and ownership remedies under each operating agreement or limited liability company agreement relating to such interests, and (C) all dividends, distributions, cash, instruments and other property of proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such shares or interests, together with all rights issued or granted in connection with such property (the foregoing“Collateral”). "Indebtedness" is used herein in its most comprehensive sense and means any and all advances, issued by such Person debts, obligations and liabilities of the Borrowers to the Secured Party, heretofore, now or hereafter owned made, incurred or held of record created, whether voluntary or beneficially by Debtor involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement at any time (and entered into by the certificates or other documents or instruments representing such shares, securities and/or other interests); (iii) all rights associated Borrowers with anything of the foregoing (including any rights under any shareholders agreements, investor rights agreements, registration rights agreementsSecured Party, and similar agreements); and (iv) any and all replacements, products and proceeds of, and dividends, distributions in property whether the Borrowers may be liable individually or securities, returns of capital or other distributions made on or jointly with respect to, any of the foregoing. Notwithstanding the foregoing or any other provision herein or any other provisions in any other Loan Document to the contrary, “Collateral” shall not include voting equity interests of any CFC, solely to the extent that such equity interests represents more than 65% of the outstanding voting equity interests of such CFCothers, or if a pledge of whether recovery upon such voting equity interests of such CFC otherwise causes negative tax implications to Debtor. For purposes of this paragraph, “CFC” means a controlled foreign corporation (as that term is defined in the U.S. Internal Revenue Code of 1986, as amended)Indebtedness may be or hereafter becomes unenforceable.