Common use of Xxxxx of Security Interest Clause in Contracts

Xxxxx of Security Interest. For value received and to secure payment and performance of that certain note of even date herewith in the amount of $1,500,000.00 given by NUTRITIONARY in favor of FRANKEL (as the same may be amexxxx xxom time to time) (the "Note"), and any and all other obligations of NUTRITIONARY to FRANKEL however created, arising xx xxxdenced (including without limitation, any obligations under that Stock Purchase Agreement dated as of March __, 2002, among NUTRITIONARY, FRANKEL and Melvin Simon, as the xxxx xay be xxxxxxx xxom time to time (the "Stock Purchase Agreement"), that certain Reimbursement and Indemnification Agreement of even date herewith from American Health and Diet Centers, Inc. ("AHDC") and NUTRITIONARY in favor of FRANKEL, and any and all other xxxxxxxts executed and/or delivered in connection with the transactions contemplated thereby), whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, and whether or not evidenced by a loan or transaction document, future advances, and all costs and expenses incurred by FRANKEL to obtain, preserve, pxxxxxx and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, the "Obligations"), NUTRITIONARY hereby grants to FRANKEL a continuing first prxxxxxx security interest (pari passu with that certain security interest granted this date to Melvin Simon) in and lien upon txx xxxxxxxxg described property, whether now owned or hereafter acquired or arising, wherever located and any additions, replacements, accessions, or substitutions thereof and all cash and non-cash proceeds and products thereof (collectively, the "Collateral"): All of the personal property of NUTRITIONARY of every kind and nature including, without limitation, all accounts, accounts receivable, equipment, accessions, inventory, chattel paper, instruments, documents, rights to proceeds under letters of credit, letter-of-credit rights, deposit accounts, and general intangibles, wherever located. Any term used in this Agreement and in any financing statement filed in connection herewith which is defined in the Uniform Commercial Code as in effect in the State of New Jersey on the date this Agreement is signed by NUTRITIONARY (the "UCC") and not otherwise defined in this Agreement, the Note, the Stock Purchase Agreement, or any other document executed or delivered in connection therewith or any of the transactions contemplated thereby (collectively, the "Transaction Documents") has the meaning given to such term in the UCC.

Xxxxx of Security Interest. For value received and to secure payment and performance of that certain note unconditional guaranty of even date herewith given by AHDC in favor of FRANKEL, guaranteeing all of thx xxxxxations of Joshua Tree Construction, Inc. (xxich may become known as Nutritionary, Inc. ("Nutritionary")), including without limitation, that certain note in the principal amount of $1,500,000.00 given by NUTRITIONARY Nutritionary in favor of FRANKEL (FRANKEL, as the same such unconditional xxxxxxty may be amexxxx xxom amended from time to time) time (the "NoteGuaranty"), and any and all other obligations of NUTRITIONARY AHDC to FRANKEL however created, arising xx xxxdenced (including without limitation, any obligations under that Stock Purchase Agreement dated as of March __, 2002, among NUTRITIONARYNutritionary, FRANKEL and Melvin Simon, as the thx xxxx xay be may bx xxxxxxx xxom time to time (the "Stock Purchase Agreement"), that certain Reimbursement and Indemnification Agreement of even date herewith from American Health Nutritionary and Diet Centers, Inc. ("AHDC") and NUTRITIONARY AHDC in favor of FRANKEL, and any and all other xxxxxxxts executed and/or delivered in connection with the transactions contemplated thereby), whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, and whether or not evidenced by a loan or transaction document, future advances, and all costs and expenses incurred by FRANKEL to obtain, preserve, pxxxxxx and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, the "Obligations"), NUTRITIONARY AHDC hereby grants to FRANKEL a continuing first prxxxxxx security priorxxx xxxurity interest (pari passu with that those certain security interest interests granted this date to Melvin SimonSimon and otherwise subjexx xxxx xx the HUBCO Lien, as hereinafter defined) in and lien upon txx xxxxxxxxg the following described property, whether now owned or hereafter acquired or arising, wherever located and any additions, replacements, accessions, or substitutions thereof and all cash and non-cash proceeds and products thereof (collectively, the "Collateral"): All of the personal property of NUTRITIONARY AHDC of every kind and nature including, without limitation, all accounts, accounts receivable, equipment, accessions, inventory, chattel paper, instruments, documents, rights to proceeds under letters of credit, letter-of-credit rights, deposit accounts, and general intangibles, wherever located. Any term used in this Agreement and in any financing statement filed in connection herewith which is defined in the Uniform Commercial Code as in effect in the State of New Jersey on the date this Agreement is signed by NUTRITIONARY AHDC (the "UCC") and not otherwise defined in this Agreement, the NoteGuaranty, the Stock Purchase Agreement, or any other document executed or delivered in connection therewith or any of the transactions contemplated thereby (collectively, the "Transaction Documents") has the meaning given to such term in the UCC.

Xxxxx of Security Interest. For The undersigned, Synergetics, Inc. (“Debtor”), for value received received, hereby sells, assigns, transfers, conveys and mortgages to The Industrial Development Authority of St. Cxxxxxx County, Missouri (“Secured Party”) and grants Secured Party a continuing security interest in all of Debtor’s right, title and interest in and to secure payment the following described property, all accessories and performance of that certain note of even date herewith parts now or hereafter affixed or appertaining thereto or used in the amount of $1,500,000.00 given by NUTRITIONARY in favor of FRANKEL (as the same may be amexxxx xxom time to time) (the "Note"), and any connection therewith and all other obligations of NUTRITIONARY to FRANKEL however createdadditions, arising xx xxxdenced accessions and substitutions thereto or therefor and all proceeds (including without limitation, any obligations under that Stock Purchase Agreement dated as of March __, 2002, among NUTRITIONARY, FRANKEL and Melvin Simon, as the xxxx xay be xxxxxxx xxom time to time (the "Stock Purchase Agreement"limitation insurance proceeds), that certain Reimbursement products, rents and Indemnification Agreement of even date herewith from American Health and Diet Centers, Inc. ("AHDC") and NUTRITIONARY in favor of FRANKEL, and any and all other xxxxxxxts executed and/or delivered in connection with the transactions contemplated thereby)profits thereof, whether direct cash or indirectnon-cash, absolute immediate or contingent, now existing or hereafter arising or acquired, and whether or not evidenced by a loan or transaction document, future advances, and all costs and expenses incurred by FRANKEL to obtain, preserve, pxxxxxx and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest remote (collectively, the "Obligations"), NUTRITIONARY hereby grants to FRANKEL a continuing first prxxxxxx security interest (pari passu with that certain security interest granted this date to Melvin Simon) in and lien upon txx xxxxxxxxg described “Collateral”): all personal property, whether now owned or hereafter acquired by Debtor, and used or arisingintended to be used in the possession, wherever located occupation or enjoyment thereof, and any additions, all replacements, accessions, or additions and substitutions thereof and thereto, including (but not limited to) all cash furniture, furnishings and non-cash proceeds equipment to secure the payment of (i) any and products thereof (collectivelyall indebtedness, liabilities and obligations of Debtor to Secured Party under that certain Guarantor Agreement dated as of September 1, 2002 from the "Collateral"): All Debtor, Wxxxxxx X. Xxxxx, Gxxxx X. Xxxxxxxx and Kxxx X. Xxxxx, Xx. for the benefit of the personal property Secured Party (the “Guaranty”), (ii) any and all indebtedness, liabilities and obligations of NUTRITIONARY of every kind and nature including, without limitation, all accounts, accounts receivable, equipment, accessions, inventory, chattel paper, instruments, documents, rights to proceeds Debtor under letters of credit, letter-of-credit rights, deposit accountsthis Security Agreement, and general intangibles(iii) any and all costs of collection, wherever located. Any term used in this Agreement legal expenses and in any financing statement filed in connection herewith which is defined in attorneys’ fees and expenses incurred by Secured Party upon the Uniform Commercial Code as in effect in the State occurrence of New Jersey on the date this Agreement is signed by NUTRITIONARY (the "UCC") and not otherwise defined in an Event of Default under this Agreement, in collecting or enforcing payment of any such indebtedness, liabilities or obligations or in preserving, protecting or realizing on the Note, the Stock Purchase Agreement, Collateral hereunder or any other document executed or delivered in representing Secured Party in connection therewith with bankruptcy or any of insolvency proceedings (hereinafter collectively referred to as the transactions contemplated thereby (collectively, the "Transaction Documents") has the meaning given to such term in the UCC“Obligations”).

Xxxxx of Security Interest. For value received and to secure payment and performance of that certain note unconditional guaranty of even date herewith given by AHDC in favor of SIMON, guaranteeing all of the obligations of Joshua Tree Construction, Inc. (xxich may become known as Nutritionary, Inc. ("Nutritionary")), including without limitation, that certain note in the principal amount of $1,500,000.00 given by NUTRITIONARY Nutritionary in favor of FRANKEL (SIMON, as the same such unconditional guaranty may be amexxxx xxom amended from time to time) time (the "NoteGuaranty"), and any and all other obligations of NUTRITIONARY AHDC to FRANKEL SIMON however created, arising xx xxxdenced or evidenced (including without limitation, any obligations under that Stock Purchase Agreement dated as of March __, 2002, among NUTRITIONARYNutritionary, FRANKEL SIMON and Melvin SimonKeith Frankel, as the xxxx xay be same may bx xxxxxxx xxom xxxm time to time (the "Stock Purchase Agreement"), that certain Reimbursement and Indemnification Agreement of even date herewith from American Health Nutritionary and Diet Centers, Inc. ("AHDC") and NUTRITIONARY AHDC in favor of FRANKELSIMON, and any and all other xxxxxxxts documents executed and/or delivered in connection with the transactions contemplated thereby), whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, and whether or not evidenced by a loan or transaction document, future advances, and all costs and expenses incurred by FRANKEL SIMON to obtain, preserve, pxxxxxx perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, the "Obligations"), NUTRITIONARY AHDC hereby grants to FRANKEL SIMON a continuing first prxxxxxx priority security interest (pari passu with that certain security interest granted this date to Melvin SimonKeith Frankel and otherwise subjxxx xxxx xx xhe HUBCO Lien, as hereinafter defined) in and lien upon txx xxxxxxxxg the following described property, whether now owned or hereafter acquired or arising, wherever located and any additions, replacements, accessions, or substitutions thereof and all cash and non-cash proceeds and products thereof (collectively, the "Collateral"): All of the personal property of NUTRITIONARY AHDC of every kind and nature including, without limitation, all accounts, accounts receivable, equipment, accessions, inventory, chattel paper, instruments, documents, rights to proceeds under letters of credit, letter-of-credit rights, deposit accounts, and general intangibles, wherever located. Any term used in this Agreement and in any financing statement filed in connection herewith which is defined in the Uniform Commercial Code as in effect in the State of New Jersey on the date this Agreement is signed by NUTRITIONARY AHDC (the "UCC") and not otherwise defined in this Agreement, the NoteGuaranty, the Stock Purchase Agreement, or any other document executed or delivered in connection therewith or any of the transactions contemplated thereby (collectively, the "Transaction Documents") has the meaning given to such term in the UCC.

Xxxxx of Security Interest. For value received and to secure payment and performance of that certain note of even date herewith in the amount of $1,500,000.00 given by NUTRITIONARY in favor of FRANKEL SIMON (as the same may be amexxxx xxom amended from time to time) (the "Note"), and any and all other obligations of NUTRITIONARY to FRANKEL SIMON however created, arising xx xxxdenced or evidenced (including without limitation, any obligations under that Stock Purchase Agreement dated as of March __, 2002, among NUTRITIONARY, FRANKEL SIMON and Melvin SimonKeith Frankel, as the xxxx xay be same may bx xxxxxxx xxom time to time (the "Stock Purchase Agreement"), that certain Reimbursement and Indemnification Agreement of even date herewith from American Health and Diet Centers, Inc. ("AHDC") and NUTRITIONARY in favor of FRANKELSIMON, and any and all other xxxxxxxts documents executed and/or delivered in connection with the transactions contemplated thereby), whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, and whether or not evidenced by a loan or transaction document, future advances, and all costs and expenses incurred by FRANKEL SIMON to obtain, preserve, pxxxxxx perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, the "Obligations"), NUTRITIONARY hereby grants to FRANKEL SIMON a continuing first prxxxxxx priority security interest (pari passu with that certain security interest granted this date to Melvin SimonKeith Frankel) in and lien upon txx xxx xxxxxxxxg described property, whether now owned or hereafter acquired or arising, wherever located and any additions, replacements, accessions, or substitutions thereof and all cash and non-cash proceeds and products thereof (collectively, the "Collateral"): All of the personal property of NUTRITIONARY of every kind and nature including, without limitation, all accounts, accounts receivable, equipment, accessions, inventory, chattel paper, instruments, documents, rights to proceeds under letters of credit, letter-of-credit rights, deposit accounts, and general intangibles, wherever located. Any term used in this Agreement and in any financing statement filed in connection herewith which is defined in the Uniform Commercial Code as in effect in the State of New Jersey on the date this Agreement is signed by NUTRITIONARY (the "UCC") and not otherwise defined in this Agreement, the Note, the Stock Purchase Agreement, or any other document executed or delivered in connection therewith or any of the transactions contemplated thereby (collectively, the "Transaction Documents") has the meaning given to such term in the UCC.