Pledge; Security Interest. In order to secure the payment and performance in full of all of the obligations under this Secured Promissory Note, whether existing as of this date or any time thereafter, the Buyer hereby pledges and assigns to the Seller, and grants to the Seller a continuing security interest in, the following Assets (as defined in the Asset Purchase Agreement) of the Selling Group acquired by the Buyer in the Asset Purchase Agreement, dated even date herewith (the "Collateral"): (a) Accounts The proceeds of and each and every right of the Buyer to the payment of money, whether such right to payment now exists or hereafter arises, whether such right to payment arises out of a sale, lease or other disposition of goods or other Asset by the Buyer, out of a rendering of services by the Buyer, out of a loan by the Buyer, out of the overpayment of taxes or other liabilities of the Buyer, or otherwise arises under any contract or agreement, whether such right to payment is or is not already earned by performance, and howsoever such right to payment may be evidenced, together with all other rights and interests (including all liens and security interests) which the Buyer may at any time have by law or agreement against any account the Buyer or other obligor obligated to make any such payment or against any of the property of such account the Buyer or other obligor; all including, but not limited to, all present and future debt instruments, chattel papers and accounts of the Buyer which arise from the Assets purchased by the Buyer from the Seller; (b) Chattel Paper Any writing or writings evidencing both a monetary obligation and a security interest in or a lease of specific goods now owned or hereafter acquired by the Buyer in relation to the operation of the Business;
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Sources: Asset Purchase Agreement (Master Glaziers Karate International Inc), Asset Purchase Agreement (Master Glaziers Karate International Inc), Asset Purchase Agreement (Master Glaziers Karate International Inc)