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 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.

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. 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 amended)heretofore, 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.

Security Interest and Collateral. To secure the payment and performance in accordance with the terms of each and conditions every debt, liability and obligation of the Loan Documents (defined below) of the Obligations (defined below) every type and description 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, whether it is currently contemplated by the Debtor and Secured Party, whether any documents evidencing it refer to this Security Agreement, whether it arises with or without any documents, 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, including, without limitation, the amounts due pursuant to that certain Asset Purchase Agreement dated , 2020 (the “Purchase Agreement”) and that certain Promissory Note of even date herewith (the “Promissory Note”) by and between Debtor and Secured Party, herein collectively referred to as the “Obligations”), Debtor, hereby grants the Secured Party a first-priority security interest (herein called the “Security Interest”) in and to the following property assets of Debtor listed below, all whether now owned or hereafter acquired (collectively, herein called the “Collateral”): ): a. All of the Purchased Assets (as defined in the Purchase Agreement); b. All replacements, substitutions, additions, or accessions to or for any of the foregoing; c. All contracts, agreements, documents, accounts, warranties and representations relating to or governing the construction, installation, use, repair and service of the Purchased Assets, including all amendments, modifications and supplements to any of the foregoing and the Water Supply Agreements with cities of Stanberry, Missouri and Grant City, Missouri; and d. All products and proceeds (including but not limited to proceeds arising from the sale or other disposition of any Collateral, and the proceeds of any insurance covering any of the Collateral) of all of the foregoing. together with all substitutions and replacements for and products of any of the foregoing property and proceeds of any and all of the foregoing property and, in the case of all tangible Collateral, together with all accessions and, except in the case of consumer goods, together with (i) the issued and outstanding capital stockall accessories, equity securitiesattachments, membership interests or unitsparts, equipment, and ownership interests, and rights issued repairs now or granted hereafter attached or 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(ii) all warehouse receipts, the “Pledgees”) that bills of lading and other documents of title now or hereafter covering such goods. Terms contained in this Agreement which are now or hereafter owned defined in the applicable Uniform Commercial Code, as amended or held of record superseded from time to time (the “Uniform Commercial Code” or beneficially by Debtor“UCC”), and will, unless the certificates representing such sharescontext expressly indicates otherwise, 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 have the foregoing, issued by such Person meanings provided for 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 1986Uniform Commercial Code, as amended)such definitions may be enlarged or expanded from time to time by amendment or judicial decision.

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).