Common use of Security for Indebtedness Clause in Contracts

Security for Indebtedness. As security for the payment of all Indebtedness of Borrowers to Bank, whether now or hereafter owing or existing including, without limitation, all obligations hereunder and under the Loan Documents, under the Loans, and for the payment, performance and discharge of all other obligations or undertakings now or hereafter made by or for the benefit of any Borrower to or for the benefit of Bank, under this Agreement or under any other agreement, promissory note or undertaking now existing or hereafter entered into by any Borrower with or to Bank, including any guaranty or surety obligations of any Borrower to Bank and the undertakings of any Borrower to immediately pay to Bank the amount of any overdraft on any deposit account maintained with Bank (all such obligations, indebtedness and undertakings being sometimes hereinafter referred to as the "BANK INDEBTEDNESS"), Borrowers hereby grant, or shall cause to be granted, to Bank a security interest in all of the following: (a) All of Borrowers' existing and future accounts, contract rights, chattel paper, instruments and documents and all other rights to the payment of money whether or not yet earned, for services rendered or goods sold, consigned, leased or furnished by Borrowers or otherwise, together with (i) all goods (including any returned, rejected, repossessed or consigned goods), the sale, consignment, lease or other furnishings of which shall be given or may give rise to any of the foregoing, (ii) all of Borrowers' rights as a consignor, consignee, unpaid vendor or other lienor in connection therewith, including stoppage in transit, setoff, detinue, replevy and reclamation, (iii) all general intangibles related thereto, (iv) all guaranties, mortgages, security interest, assignments, and other encumbrances on real or personal property, leases and other agreements or property securing or relating to any of Borrowers' accounts, (v) choses-in-action, claims and judgments, (vi) any return or unearned premiums, which may be due upon cancellation of any insurance policies, and (vii) all products and proceeds of any of the foregoing. (b) All of Borrowers' present and future inventory (including but not limited to goods held for sale or lease or furnished or to be furnished under contracts for service, raw materials, work-in-process, finished goods and goods used or consumed in Borrowers' business) whether owned, consigned or held on consignment, together with all merchandise, component materials, supplies, packing, packaging and shipping materials, and all returned, rejected or repossessed goods sold, consigned, leased or otherwise furnished by Borrowers and all products and proceeds of any of the foregoing. (c) All of Borrowers' present and future general intangibles (including but not limited to manufacturing and processing rights, designs, patent rights and applications therefor, trademarks and registration or applications therefor, tradenames, brand names, logos, inventions, copyrights and all applications and registrations therefor, software and computer programs, license rights, royalties, trade secrets, methods, processes, knowhow, formulas, drawings, specifications, descriptions, label designs, plans, blueprints, patterns and all memoranda, notes and records with respect to any research and development, and all products and proceeds of any of the foregoing. (d) All of Borrowers' present and future machinery, equipment, furniture, fixtures, motor vehicles, tools, dies, jigs, molds and other articles of tangible personal property of every type together with all parts, substitutions, accretions, accessions, attachments, accessories, additions, components and replacements thereof, and all manuals of operation, maintenance or repair, and all products and proceeds of any of the foregoing. (e) All of Borrowers' present and future general ledger sheets, files, records, books of account, invoices, bills, certificates or documents of ownership, bills of sale, business papers, correspondence, credit files, tapes, cards, computer runs and all other data and data storage systems whether in the possession of Borrowers or any service bureau. (f) All letters of credit now existing or hereafter issued naming a Borrower as a beneficiary or assigned to a Borrower, including the right to receive payments thereafter, and all documents and records associated thereunder. (g) All deposits, funds, instruments, documents, policies and certificates of insurance, securities, chattel paper and other assets of Borrowers or in which any Borrower has an interest and all proceeds thereof, now or at any time hereafter on deposit with or in the possession or control of Bank or owing by Bank to any Borrower or in transit by mail or carrier to Bank or in the possession of any other Person acting on Bank's behalf, without regard to whether Bank received the same in pledge, for safekeeping, as agent for collection or otherwise, or whether Bank has conditionally released the same, and in all assets of Borrowers in which Bank now has or may at any time hereafter obtain a lien, mortgage, or security interest for any reason.

Security for Indebtedness. As security for the full and timely payment and performance of all Indebtedness of Borrowers to Bank, whether now or hereafter owing or existing including, without limitation, all obligations hereunder and under the Loan Documents, under the Loans, and for the payment, performance and discharge of all other obligations or undertakings now or hereafter made by or for the benefit of any Borrower to or for the benefit of Bank, under this Agreement or under any other agreement, promissory note or undertaking now existing or hereafter entered into by any Borrower with or to Bank, including any guaranty or surety obligations of any Borrower to Bank and the undertakings of any Borrower to immediately pay to Bank the amount of any overdraft on any deposit account maintained with Bank (all such obligations, indebtedness and undertakings being sometimes hereinafter referred to as the "BANK INDEBTEDNESS")Indebtedness, Borrowers hereby grant, or shall cause to be granted, grant to Bank a security interest in and lien on all of the following:following (the "Collateral"): (a) All of Borrowers' existing present and future accounts, contract rights, chattel paper, instruments and documents and all other rights to the payment of money whether or not yet earned, for services rendered or goods sold, consigned, leased or furnished by Borrowers any Borrower or otherwise, together with (i) all goods (including any returned, rejected, repossessed or consigned goods), the sale, consignment, lease or other furnishings of which shall be given or may give rise to any of the foregoing, (ii) all of Borrowers' rights as a consignor, consignee, unpaid vendor or other lienor in connection therewith, including stoppage in transit, setoffset-off, detinue, replevy replevin and reclamation, (iii) all general intangibles related thereto, (iv) all guaranties, mortgages, security interestinterests, assignments, and other encumbrances on real or personal property, leases and other agreements or property securing or relating to any of Borrowers' accounts, (v) all choses-in-action, claims and judgments, (vi) any return or unearned premiums, which may be due upon cancellation of any insurance policies, and (vii) all products and proceeds of any of the foregoing. (b) All of Borrowers' present and future inventory (including but not limited to goods held for sale or lease or furnished or to be furnished under contracts for service, raw materials, work-in-process, finished goods and goods used or consumed in Borrowers' any Borrower's business) whether owned, consigned or held on consignment, together with all merchandise, component materials, supplies, packing, packaging and shipping materials, and all returned, rejected or repossessed goods sold, consigned, leased or otherwise furnished by Borrowers Borrower and all products and proceeds of any of the foregoing. (c) All of Borrowers' present and future general intangibles (including but not limited to tax refunds and rebates, manufacturing and processing rights, designs, patent rights and applications therefor, trademarks and registration or applications therefor, tradenamestrade names, brand names, logos, inventions, copyrights and all applications and registrations therefor), licenses, permits, approvals, software and computer programs, license rights, royalties, trade secrets, methods, processes, knowhowknow-how, formulas, drawings, specifications, descriptions, label designs, plans, blueprints, patterns and all memoranda, notes and records with respect to any research and development, and all products and proceeds of any of the foregoing. (d) All of Borrowers' present and future machinery, equipment, furniture, fixtures, motor vehicles, tools, dies, jigs, molds and other articles of tangible personal property of every type together with all parts, substitutions, accretions, accessions, attachments, accessories, additions, components and replacements thereof, and all manuals of operation, maintenance or repair, and all products and proceeds of any of the foregoing. (e) All of Borrowers' present and future general ledger sheets, files, records, customer lists, books of account, invoices, bills, certificates or documents of ownership, bills of sale, business papers, correspondence, credit files, tapes, cards, computer runs and all other data and data storage systems whether in the possession of Borrowers a Borrower or any service bureau. (f) All letters of credit now existing or hereafter issued naming a Borrower as a beneficiary or assigned to a any Borrower, including the right to receive payments thereafterpayment thereunder, and all documents and records associated thereundertherewith. (g) All of the stock of any Subsidiary now owned or hereafter acquired by any Borrower, which shares shall be freely assignable and transferrable to Bank, together with such stock pledge agreements and blank stock powers with signatures guaranteed as Bank may require. (h) All deposits, funds, instruments, documents, policies and evidences and certificates of insurance, securities, chattel paper and other assets of Borrowers or in which any Borrower has of the Borrowers have an interest and all proceeds thereof, now or at any time hereafter on deposit with or in the possession or control of Bank or owing by Bank to any Borrower borrower or in transit by mail or carrier to Bank or in the possession of any other Person acting on Bank's behalf, without regard to whether Bank received the same in pledge, for safekeeping, as agent for collection or otherwise, or whether Bank has conditionally released the same, and in all assets of Borrowers any borrower in which Bank now has or may at any time hereafter obtain a lien, mortgage, or security interest for any reason.

Security for Indebtedness. As security for the payment of all Indebtedness obligations, liabilities and indebtedness of Borrowers the Borrower to Bankthe Secured Parties, whether now or hereafter owing or existing includingexisting, without limitation, including all obligations hereunder and under the Loan Documents, under the Loanseach Hedging Agreement, and for the payment, performance and discharge of all other obligations or undertakings now or hereafter made by or for the benefit of any Borrower to or for the benefit of Bank, Secured Parties under this Agreement Agreement, the Note or under any other agreement, promissory note or undertaking now existing or hereafter entered into by any the Borrower with or to Bankthe Secured Parties pursuant to the terms hereof, or otherwise, including any guaranty or surety obligations of any Borrower owed to Bank the Secured Parties, the Borrower and the undertakings of any Borrower to immediately pay to Bank the amount of any overdraft on any deposit account maintained with Bank (all such obligationseach Seller, indebtedness and undertakings being sometimes hereinafter referred to as the "BANK INDEBTEDNESS")case may be, Borrowers hereby grant, or shall cause grants to be granted, to Bank the Secured Parties a first priority security interest in and Lien upon, their respective right, title and interest in and to, and hereby assigns, transfer and pledges to Secured Parties all of the following:, whether now owned or hereafter acquired (the "COLLATERAL"): (a) All of Borrowers' existing all Contracts (as the same may be amended, modified, supplemented, restated or replaced from time to time); (b) all Contract Files, Charged Off Receivable Lists and future accountsContract Lists, contract rights, chattel paper, instruments and documents and all other rights right, title and interest of the Borrower in and to the payment documents, agreements and instruments included in the Contract Files, including, without limitation, rights of money whether recourse of the Borrower against the Seller; (c) all Insurance Policies and all rights of the Borrower in all Insurance Policies; (d) all security interests, Liens, guaranties, mortgages and other encumbrances in favor of or not yet earnedassigned or transferred to the Borrower in and to Contracts and Financed Vehicles, for services rendered or goods soldand all accessions thereto and replacements thereof; (e) the NIM Collateral; (f) the Servicing Strips; (g) all deposit accounts (including, consignedwithout limitation, leased or furnished by Borrowers or otherwisethe Reserve Account), together with moneys, deposits, funds, accounts and instruments relating to the foregoing; (h) the Contract Purchase Agreement, the NIM Collateral Purchase Agreement, and all rights of the Borrower thereunder; (i) all goods Hedge Transactions, and (including any returned, rejected, repossessed or consigned goods), the sale, consignment, lease or other furnishings of which shall be given or may give rise to any of the foregoing, (ii) all of Borrowers' rights as a consignor, consignee, unpaid vendor or other lienor in connection therewith, including stoppage in transit, setoff, detinue, replevy and reclamation, (iii) all general intangibles related thereto, (iv) all guaranties, mortgages, security interest, assignments, and other encumbrances on real or personal property, leases and other agreements or property securing or relating to any of Borrowers' accounts, (v) choses-in-action, claims and judgments, (vi) any return or unearned premiums, which may be due upon cancellation of any insurance policies, and (viij) all products and proceeds of any of or related to the foregoing. (b) All of Borrowers' present and future inventory (including but . The above-described security interests shall not limited to goods held for sale be rendered void by the fact that no obligations, liabilities or lease or furnished or to be furnished under contracts for service, raw materials, work-in-process, finished goods and goods used or consumed in Borrowers' business) whether owned, consigned or held on consignment, together with all merchandise, component materials, supplies, packing, packaging and shipping materials, and all returned, rejected or repossessed goods sold, consigned, leased or otherwise furnished indebtedness secured by Borrowers and all products and proceeds the Collateral exists as of any particular date, but shall continue in full force and effect until the filing of the foregoing. (c) All termination statements or statements of Borrowers' present and future general intangibles (including but not limited to manufacturing and processing rights, designs, patent rights and applications therefor, trademarks and registration or applications therefor, tradenames, brand names, logos, inventions, copyrights and all applications and registrations therefor, software and computer programs, license rights, royalties, trade secrets, methods, processes, knowhow, formulas, drawings, specifications, descriptions, label designs, plans, blueprints, patterns and all memoranda, notes and records partial release signed by Lender with respect to any research and development, and all products and proceeds of any of the foregoingCollateral. (d) All of Borrowers' present and future machinery, equipment, furniture, fixtures, motor vehicles, tools, dies, jigs, molds and other articles of tangible personal property of every type together with all parts, substitutions, accretions, accessions, attachments, accessories, additions, components and replacements thereof, and all manuals of operation, maintenance or repair, and all products and proceeds of any of the foregoing. (e) All of Borrowers' present and future general ledger sheets, files, records, books of account, invoices, bills, certificates or documents of ownership, bills of sale, business papers, correspondence, credit files, tapes, cards, computer runs and all other data and data storage systems whether in the possession of Borrowers or any service bureau. (f) All letters of credit now existing or hereafter issued naming a Borrower as a beneficiary or assigned to a Borrower, including the right to receive payments thereafter, and all documents and records associated thereunder. (g) All deposits, funds, instruments, documents, policies and certificates of insurance, securities, chattel paper and other assets of Borrowers or in which any Borrower has an interest and all proceeds thereof, now or at any time hereafter on deposit with or in the possession or control of Bank or owing by Bank to any Borrower or in transit by mail or carrier to Bank or in the possession of any other Person acting on Bank's behalf, without regard to whether Bank received the same in pledge, for safekeeping, as agent for collection or otherwise, or whether Bank has conditionally released the same, and in all assets of Borrowers in which Bank now has or may at any time hereafter obtain a lien, mortgage, or security interest for any reason.