Common use of Pledged Property Clause in Contracts

Pledged Property. (a) Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a security interest, for such time as the Obligations shall remain outstanding, in and to all of the property of the Company as set forth in EXHIBIT "A" attached hereto (collectively, the "PLEDGED PROPERTY"); provided, however, that the Secured Party hereby agrees that upon the payment in full by the Company to the Secured Party of the Secured Convertible Debenture Obligations, the Secured Party shall release any and all security interest it may then maintain on that certain wireless or territorial, multi-protocols communication network technology known as Spectracell and any security interest it may then maintain on any rights under or with respect to that certain License and Distribution Agreement dated July 5, 2000, between the Company and Advanced Communications Technologies (Australia) Pty., Ltd.: The Pledged Property, as set forth in EXHIBIT "A" attached hereto, and the products thereof and the proceeds of all such items are hereinafter collectively referred to as the "PLEDGED COLLATERAL." (b) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its security interest in the Pledged Property. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein.

Pledged Property. (a) As collateral security for all of the Obligations, the Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a continuing security interest, for such time as the Obligations shall remain outstanding, interest in and to all of the property Pledged Property whether now owned or hereafter acquired. (b) Without limiting the generality of the Company foregoing, as set forth in EXHIBIT "A" attached hereto (collectively, the "PLEDGED PROPERTY"); provided, however, that the Secured Party hereby agrees that upon additional security for the payment in full by and performance of the Obligations, each Company hereby grants to the Secured Party of a continuing security interest in, and hereby collaterally assigns to the Secured Convertible Debenture ObligationsParty, all of such Company’s right, title and interest in and to each Deposit Account (as defined below) and in and to any deposits or other sums at any time credited to each such Deposit Account. In connection with the foregoing, each Company hereby authorizes and directs each bank or other depository institution which maintains any Deposit Account to pay or deliver to the Secured Party shall release upon the Secured Party’s written demand thereof made at any and all security interest it may then maintain on that certain wireless or territorialtime after the occurrence of an Event of Default has occurred (specifically including, multi-protocols communication network technology known as Spectracell and any security interest it may then maintain on any rights under or with respect to that certain License and Distribution Agreement dated July 5, 2000, between the Company and Advanced Communications Technologies (Australia) Pty., Ltd.: The Pledged Propertywithout limitation, as set forth a result of the Company’s failure to timely make a principal payment or interest payment under the Convertible Debentures) to all balances in EXHIBIT "A" attached hereto, and each Deposit Account with such depository for application to the products thereof and the proceeds of all such items are hereinafter collectively referred to as the "PLEDGED COLLATERALObligations then outstanding." (bc) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its security interest in the Pledged Property. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party's ’s reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein.

Pledged Property. (a) As collateral security for all of the Obligations, the Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a continuing security interest, for such time as the Obligations shall remain outstanding, interest in and to all of the property Pledged Property whether now owned or hereafter acquired. (b) Without limiting the generality of the Company foregoing, as set forth in EXHIBIT "A" attached hereto (collectively, the "PLEDGED PROPERTY"); provided, however, that the Secured Party hereby agrees that upon additional security for the payment in full by and performance of the Obligations, each Company hereby grants to the Secured Party of a continuing security interest in, and hereby collaterally assigns to the Secured Convertible Debenture ObligationsParty, all of such Company's right, title and interest in and to each Deposit Account (as defined below) and in and to any deposits or other sums at any time credited to each such Deposit Account. In connection with the foregoing, each Company hereby authorizes and directs each bank or other depository institution which maintains any Deposit Account to pay or deliver to the Secured Party shall release upon the Secured Party's written demand thereof made at any and time after the occurrence of an Event of Default has occurred all security interest it may balances in each Deposit Account with such depository for application to the Obligations then maintain on that certain wireless or territorial, multi-protocols communication network technology known as Spectracell and any security interest it may then maintain on any rights under or with respect to that certain License and Distribution Agreement dated July 5, 2000, between the Company and Advanced Communications Technologies (Australia) Ptyoutstanding., Ltd.: The Pledged Property, as set forth in EXHIBIT "A" attached hereto, and the products thereof and the proceeds of all such items are hereinafter collectively referred to as the "PLEDGED COLLATERAL." (bc) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its security interest in the Pledged Property. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein.

Pledged Property. (a) Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a first priority security interest, interest for such time as until the Obligations shall remain outstandingare paid in full, in and to all of the property of the Company as set forth in EXHIBIT "Exhibit “A" ” attached hereto hereto, whether presently owned or existing or hereafter acquired or coming into existence, and all additions and accessions thereto and all substitutions and replacements thereof (collectively, the "PLEDGED PROPERTY"“Pledged Property”); provided, however, that the Secured Party hereby agrees that upon the payment in full by the Company to the Secured Party of the Secured Convertible Debenture Obligations, the Secured Party shall release any and all security interest it may then maintain on that certain wireless or territorial, multi-protocols communication network technology known as Spectracell and any security interest it may then maintain on any rights under or with respect to that certain License and Distribution Agreement dated July 5, 2000, between the Company and Advanced Communications Technologies (Australia) Pty., Ltd.: . The Pledged Property, as set forth in EXHIBIT "Exhibit “A" ” attached hereto, and the products thereof and the proceeds of all such items are hereinafter collectively referred to as the "PLEDGED COLLATERAL“Pledged Collateral."” (b) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its first priority security interest in the Pledged PropertyProperty at the expense of the Company. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party's ’s reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein. The Company shall permit the Secured Party and its representatives and agents the right to inspect the Pledged Collateral at any time and to make copies of records pertaining to the Pledged Collateral as may be requested by the Secured Party from time to time.

Pledged Property. (a) Company The Debtors hereby pledges pledge to the Secured Party, and creates create in the Secured Party for its benefit, a security interest, for such time as the Obligations shall remain outstanding, interest in and to all of the property of Pledged Property for such time until the Company Obligations are paid in full subject only to the existing security interests held by other parties in such Pledged Property as set forth in EXHIBIT Exhibit "A" attached hereto (collectivelyhereto. Notwithstanding the ------------ foregoing, the "PLEDGED PROPERTY"); provided, however, that security interest granted pursuant to this Agreement shall terminate immediately in the Secured Party hereby agrees that upon the payment in full by event the Company to the Secured Party of the Secured Convertible Debenture Obligationsredeems, or the Secured Party shall release any and have converted, all security interest it may then maintain on that certain wireless or territorial, multi-protocols communication network technology known as Spectracell and any security interest it may then maintain on any rights amounts due under or with respect to that certain License and Distribution Agreement dated July 5, 2000, between the Company and Advanced Communications Technologies (Australia) Pty., Ltd.: Convertible Debenture. The Pledged Property, as set forth in EXHIBIT Exhibit "A" attached hereto, and the ----------- products thereof and the proceeds of all such items are hereinafter collectively referred to as the "PLEDGED COLLATERALPledged Collateral."" ------------------- (b) Simultaneously with the execution and delivery of this Agreement, the Company Debtors shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its security interest in the Pledged Property. Simultaneously with the execution and delivery of this Agreement, the Company Debtors shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein.

Pledged Property. (a) Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a security interest, for such time as the Obligations shall remain outstanding, interest in and to all of the property of the Company as set forth in EXHIBIT Exhibit "A" attached hereto (collectively, the "PLEDGED PROPERTY"); provided, however, that the Secured Party hereby agrees that upon the payment in full by the Company to the Secured Party of the Secured Convertible Debenture Obligations, the Secured Party shall release any and all security interest it may then maintain on that certain wireless or territorial, multi-protocols communication network technology known as Spectracell and any security interest it may then maintain on any rights under or with respect to that certain License and Distribution Agreement dated July 5, 2000, between the Company and Advanced Communications Technologies (Australia) Pty., Ltd.: The Pledged Property, as set forth in EXHIBIT "A" attached hereto, and the products thereof and the proceeds of all such items are hereinafter collectively referred to as (collectively, the "PLEDGED COLLATERALPledged Property"), for such time until the earlier of (i) the Obligations are paid in full, or (ii) the termination of this Agreement in accordance with Section 2.1(c) hereof." (b) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its security interest in the Pledged Property. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein. (c) Upon the satisfaction of the following conditions (i) the registration statement with respect to the resale of the Common Stock underlying the Convertible Debentures has been declared effective by the Securities and Exchange Commission and such effectiveness has not lapsed or otherwise been suspended for a period of sixty (60) days, (ii) the Common Stock is traded on the Nasdaq OTC Bulletin Board ("OTC"), Nasdaq Capital Market, New York Stock Exchange, American Stock Exchange or the Nasdaq National Market (each, a "Primary Market"), (iii) the closing bid price of the Common Stock on the Primary Market is above $0.08, and (iv) no Event of Default has occurred, this Agreement and the security interest created hereunder shall automatically terminate, whereupon any and all rights of the Security Party in the Pledged Property shall be terminated. Promptly upon such a termination, the Security Party shall make, execute, acknowledge, file, record and deliver any documents reasonably requested by the Company to remove the security interest in the Pledged Property.

Pledged Property. (a) As collateral security for all of the Obligations, the Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a continuing security interest, for such time as the Obligations shall remain outstanding, interest in and to all of the property Pledged Property whether now owned or hereafter acquired. (b) Without limiting the generality of the Company foregoing, as set forth in EXHIBIT "A" attached hereto (collectively, the "PLEDGED PROPERTY"); provided, however, that the Secured Party hereby agrees that upon additional security for the payment in full by and performance of the Obligations, each Company hereby grants to the Secured Party of a continuing security interest in, and hereby collaterally assigns to the Secured Convertible Debenture ObligationsParty, all of such Company’s right, title and interest in and to each Deposit Account (as defined below) and in and to any deposits or other sums at any time credited to each such Deposit Account. In connection with the foregoing, each Company hereby authorizes and directs each bank or other depository institution which maintains any Deposit Account to pay or deliver to the Secured Party shall release upon the Secured Party’s written demand thereof made at any and all security interest it may then maintain on that certain wireless or territorialtime after the occurrence of an Event of Default has occurred (specifically including, multi-protocols communication network technology known as Spectracell and any security interest it may then maintain on any rights under or with respect to that certain License and Distribution Agreement dated July 5, 2000, between the Company and Advanced Communications Technologies (Australia) Pty., Ltd.: The Pledged Propertywithout limitation, as set forth a result of the Company’s failure to timely make a principal payment or interest payment under the Convertible Debentures) to all balances in EXHIBIT "A" attached hereto, and each Deposit Account with such depository for application to the products thereof and the proceeds of all such items are hereinafter collectively referred to as the "PLEDGED COLLATERALObligations then outstanding." (bc) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its security interest in the Pledged Property, except for its security interest in the Pledged Property identified in subsection (g) on Exhibit A attached hereto. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party's ’s reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, except for its security interest in the Pledged Property identified in subsection (g) on Exhibit A attached hereto, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein.

Pledged Property. (a) As collateral security for all of the Obligations, the Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a continuing security interest, for such time as the Obligations shall remain outstanding, interest in and to all of the property of the Company as set forth in EXHIBIT "A" attached hereto (collectively, the "PLEDGED PROPERTY"); provided, however, that the Secured Party hereby agrees that upon the payment in full by the Company to the Secured Party of the Secured Convertible Debenture Obligations, the Secured Party shall release any and all security interest it may then maintain on that certain wireless Pledged Property whether now owned or territorial, multi-protocols communication network technology known as Spectracell and any security interest it may then maintain on any rights under or with respect to that certain License and Distribution Agreement dated July 5, 2000, between the Company and Advanced Communications Technologies (Australia) Ptyhereafter acquired., Ltd.: The Pledged Property, as set forth in EXHIBIT "A" attached hereto, and the products thereof and the proceeds of all such items are hereinafter collectively referred to as the "PLEDGED COLLATERAL." (b) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its security interest in the Pledged Property. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein. (c) Establishment of a Lockbox Account, Dominion Account. As of the date hereof the Company, and the Secured Party shall have establish or designated all of the Company's bank accounts, except for the Company's operating account at Bank of America, listed in the Disclosure Schedule, attached to the Securities Purchase Agreement, as (i) a depository account, dominion account or such other "blocked account" established at a bank or banks (each such bank, a "Blocked Account Bank") pursuant to an arrangement with such Blocked Account Bank as well as a (ii) lock box account (collectively the a depository account, dominion account and the lock box account shall be referred to as "Blocked Accounts") or such other account as may be selected by the parties hereto for the deposit of all cash and all collections and proceeds from the Accounts to be deposited into the deposit Account and/or lock Box, as applicable, together with the proceeds thereof, all goods represented by such Accounts and all such goods that may be returned by the Company's and each Subsidiaries customers, and all proceeds of any insurance thereon, and all guarantees, securities and liens which the Company may hold for the payment of any such Accounts including, without limitation, all rights of stoppage in transit, replevin and reclamation and as an unpaid vendor and/or lienor, all of which the Company represents and warrants will be bona fide and existing obligations of its respective customers, arising out of the sale of goods by the Company in the ordinary course of business into any accounts other than the Deposit and/or the Lockbox Accounts, as applicable The parties hereto and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Secured Party directing such Blocked Account Bank, upon notification by the Secured Party of an Event of Default as defined herein, to transfer such funds so deposited into the Blocked Accounts, either to any account maintained by the Secured Party at said Blocked Account Bank or by wire transfer to appropriate account(s) the Secured Party directs and providing the Secured Party such control over the Blocked Accounts until the earlier of the Event of Default being cured or repayment of the Obligations. Upon an Event of Default all funds deposited in such Blocked Accounts shall immediately become the property of the Secured Party and the parties hereto shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited.

Pledged Property. (a) The Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a security interest, interest for such time as until the Obligations shall remain outstandingare paid in full, in and to all of the property of the Company as set forth in EXHIBIT Exhibit "A" attached hereto (collectively, the "PLEDGED PROPERTY"); provided, however, that the Secured Party hereby agrees that upon the payment in full by the Company to the Secured Party of the Secured Convertible Debenture Obligations, the Secured Party shall release any and all security interest it may then maintain on that certain wireless or territorial, multi-protocols communication network technology known as Spectracell and any security interest it may then maintain on any rights under or with respect to that certain License and Distribution Agreement dated July 5, 2000, between the Company and Advanced Communications Technologies (Australia) Pty., Ltd.: The Pledged Property, as set forth in EXHIBIT "A" attached hereto, and the products thereof and the proceeds of all such items are hereinafter collectively referred to as (collectively, the "PLEDGED COLLATERAL.Pledged Property"): (b) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its security interest in the Pledged Property. Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein. (c) Upon the satisfaction of the following conditions (i) the registration statement with respect to the resale of the Common Stock underlying the Convertible Debentures has been declared effective by the Securities and Exchange Commission and such effectiveness has not lapsed or otherwise been suspended for a period of sixty (60) days, (ii) the Common Stock is traded on the Nasdaq OTC Bulletin Board ("OTC"), Nasdaq Capital Market, New York Stock Exchange, American Stock Exchange or the Nasdaq National Market (each, a "Primary Market"), (iii) the closing bid price of the Common Stock on the Primary Market is above $0.08, and (iv) no Event of Default has occurred, this Agreement and the security interest created hereunder shall automatically terminate, whereupon any and all rights of the Security Party in the Pledged Property shall be terminated. Promptly upon such a termination, the Security Party shall make, execute, acknowledge, file, record and deliver any documents reasonably requested by the Company to remove the security interest in the Pledged Property

Pledged Property. (a) Company The Debtors hereby pledges pledge to the Secured Party, and creates create in the Secured Party for its benefit, a security interest, for such time as the Obligations shall remain outstanding, interest in and to all of the property of Pledged Property for such time until the Company Obligations are paid in full subject only to the existing security interests held by other parties in such Pledged Property as set forth in EXHIBIT Exhibit "A" attached hereto (collectivelyhereto. Notwithstanding the ------------ foregoing, the "PLEDGED PROPERTY"); provided, however, that security interest granted pursuant to this Agreement shall terminate immediately in the Secured Party hereby agrees that upon the payment in full by event the Company to the Secured Party of the Secured Convertible Debenture Obligationsredeems, or the Secured Party shall release any and have converted, all security interest it may then maintain amounts due under the Convertible Debentures. The Pledged Property shall not include assets identified as "Excluded Assets" on that certain wireless or territorial, multi-protocols communication network technology known as Spectracell and any security interest it may then maintain on any rights under or with respect to that certain License and Distribution Agreement dated July 5, 2000, between the Company and Advanced Communications Technologies (Australia) Pty., Ltd.: Exhibit "A" attached hereto. ------------ The Pledged Property, as set forth in EXHIBIT Exhibit "A" attached hereto, and the ----------- products thereof and the proceeds of all such items are hereinafter collectively referred to as the "PLEDGED COLLATERALPledged Collateral."" ------------------- (b) Simultaneously with the execution and delivery of this Agreement, the Company Debtors shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its security interest in the Pledged Property. Simultaneously with the execution and delivery of this Agreement, the Company Debtors shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the Secured Party's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold such documents and instruments as secured party, subject to the terms and conditions contained herein.