Common use of ▇▇▇▇▇ of Security Interest Clause in Contracts

▇▇▇▇▇ of Security Interest. For value received and to secure payment and performance of that certain unconditional guaranty of even date herewith given by AHDC in favor of FRANKEL, guaranteeing all of th▇ ▇▇▇▇▇ations of Joshua Tree Construction, Inc. (▇▇ich 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 in favor of FRANKEL, as such unconditional ▇▇▇▇▇▇ty may be amended from time to time (the "Guaranty"), and any and all other obligations of AHDC to FRANKEL however created, arising ▇▇ ▇▇▇denced (including without limitation, any obligations under that Stock Purchase Agreement dated as of March __, 2002, among Nutritionary, FRANKEL and Melvin Simon, as th▇ ▇▇▇▇ may b▇ ▇▇▇▇▇▇▇ ▇▇om time to time (the "Stock Purchase Agreement"), that certain Reimbursement and Indemnification Agreement of even date herewith from Nutritionary and AHDC in favor of FRANKEL, and any and all other ▇▇▇▇▇▇▇ts 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, p▇▇▇▇▇▇ and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, the "Obligations"), AHDC hereby grants to FRANKEL a continuing first prior▇▇▇ ▇▇▇urity interest (pari passu with those certain security interests granted this date to Melvin Simon and otherwise subje▇▇ ▇▇▇▇ ▇▇ the HUBCO Lien, as hereinafter defined) in and lien upon 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 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 AHDC (the "UCC") and not otherwise defined in this Agreement, the Guaranty, 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.

▇▇▇▇▇ of Security Interest. For value received and to secure payment and performance of that certain unconditional guaranty note of even date herewith given by AHDC in favor of FRANKEL, guaranteeing all of th▇ ▇▇▇▇▇ations of Joshua Tree Construction, Inc. (▇▇ich 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 such unconditional ▇▇▇▇▇▇ty the same may be amended from time to time time) (the "GuarantyNote"), and any and all other obligations of AHDC NUTRITIONARY to FRANKEL SIMON however created, arising ▇▇ ▇▇▇denced 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 th▇ ▇▇▇▇ the same may b▇ ▇▇▇▇▇▇▇ ▇▇om time to time (the "Stock Purchase Agreement"), that certain Reimbursement and Indemnification Agreement of even date herewith from Nutritionary American Health and AHDC Diet Centers, Inc. ("AHDC") and NUTRITIONARY in favor of FRANKELSIMON, and any and all other ▇▇▇▇▇▇▇ts 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, p▇▇▇▇▇▇ perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, the "Obligations"), AHDC NUTRITIONARY hereby grants to FRANKEL SIMON a continuing first priorpriority security interest (pari passu with that certain security interest granted this date to Keith Frankel) in and lien upon ▇▇▇ ▇▇▇urity interest (pari passu with those certain security interests granted this date to Melvin Simon and otherwise subje▇▇ ▇▇▇▇ ▇▇ the HUBCO Lien, as hereinafter defined) in and lien upon the following ▇g 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 AHDC 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 AHDC NUTRITIONARY (the "UCC") and not otherwise defined in this Agreement, the GuarantyNote, 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.

▇▇▇▇▇ of Security Interest. For value received and to secure payment and performance of that certain unconditional guaranty note of even date herewith given by AHDC in favor of FRANKEL, guaranteeing all of th▇ ▇▇▇▇▇ations of Joshua Tree Construction, Inc. (▇▇ich 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 such unconditional the same may be ame▇▇▇▇ ▇▇▇ty may be amended from om time to time time) (the "GuarantyNote"), and any and all other obligations of AHDC NUTRITIONARY to FRANKEL however created, arising ▇▇ ▇▇▇denced (including without limitation, any obligations under that Stock Purchase Agreement dated as of March __, 2002, among NutritionaryNUTRITIONARY, FRANKEL and Melvin Simon, as th▇ the ▇▇▇▇ may b▇ ▇ay be ▇▇▇▇▇▇▇ ▇▇om time to time (the "Stock Purchase Agreement"), that certain Reimbursement and Indemnification Agreement of even date herewith from Nutritionary American Health and AHDC Diet Centers, Inc. ("AHDC") and NUTRITIONARY in favor of FRANKEL, and any and all other ▇▇▇▇▇▇▇ts 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, p▇▇▇▇▇▇ and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, the "Obligations"), AHDC NUTRITIONARY hereby grants to FRANKEL a continuing first priorpr▇▇▇▇▇▇ security interest (pari passu with that certain security interest granted this date to Melvin Simon) in and lien upon t▇▇ ▇▇▇urity interest (pari passu with those certain security interests granted this date to Melvin Simon and otherwise subje▇▇ ▇▇▇▇ ▇▇ the HUBCO Lien, as hereinafter defined) in and lien upon the following ▇g 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 AHDC 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 AHDC NUTRITIONARY (the "UCC") and not otherwise defined in this Agreement, the GuarantyNote, 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.

▇▇▇▇▇ of Security Interest. 1. This Agreement constitutes a security agreement and the Advances effected hereby constitute secured loans by the applicable Lenders to the Borrower under Applicable Law. For value received such purpose, the Borrower hereby transfers, conveys, assigns and grants as of the Effective Date to secure payment the Administrative Agent, as agent for the Secured Parties, a lien and performance of that certain unconditional guaranty of even date herewith given by AHDC continuing security interest in favor of FRANKEL, guaranteeing all of th▇ ▇▇▇▇▇ations of Joshua Tree Constructionthe Borrower’s right, Inc. title and interest in, to and under (▇▇ich may become known as Nutritionaryin each case, Inc. ("Nutritionary"))whether now owned or existing, including without limitationor hereafter acquired or arising) all Accounts, that certain note in the principal amount of $1,500,000.00 given by Nutritionary in favor of FRANKELCash, as such unconditional ▇▇▇▇▇▇ty may be amended from time to time (the "Guaranty")General Intangibles, Instruments and Investment Property and any and all other obligations property of AHDC to FRANKEL however created, arising ▇▇ ▇▇▇denced (including without limitation, any obligations under that Stock Purchase Agreement dated as of March __, 2002, among Nutritionary, FRANKEL and Melvin Simon, as th▇ ▇▇▇▇ may b▇ ▇▇▇▇▇▇▇ ▇▇om time to time type or nature owned by it (the "Stock Purchase Agreement"“Collateral”), that certain Reimbursement including but not limited to: 1. all Loans, Permitted Investments and Indemnification Agreement of even date herewith from Nutritionary and AHDC in favor of FRANKELEquity Securities, and any all payments thereon or with respect thereto and all other ▇▇▇▇▇▇▇ts executed and/or contracts to purchase, commitment letters, confirmations and due bills relating to any Loans, Permitted Investments or Equity Securities; 2. the Accounts and all Cash and Financial Assets credited thereto and all income from the investment of funds therein; 3. all Transaction Documents to which the Borrower is a party; 4. all funds delivered to the Collateral Custodian (directly or through a bailee); 5. all Collections, rights in connection with the transactions contemplated thereby)Underlying Assets and Underlying Instruments, Insurance Policies, all Required Loan Documents and related records and assets; and 6. all accounts, accessions, profits, income benefits, proceeds, substitutions and replacements, whether direct voluntary or indirectinvoluntary, absolute or contingentof and to any of the property of the Borrower described in the preceding clauses; in each case, whether now existing or hereafter arising or acquiredacquired by the Borrower, and wherever the same may be located, to secure the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or not evidenced by a loan or transaction documentotherwise, future advances, of the Obligations of the Borrower arising in connection with this Agreement and all costs and expenses incurred by FRANKEL to obtain, preserve, p▇▇▇▇▇▇ and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, the "Obligations"), AHDC hereby grants to FRANKEL a continuing first prior▇▇▇ ▇▇▇urity interest (pari passu with those certain security interests granted this date to Melvin Simon and otherwise subje▇▇ ▇▇▇▇ ▇▇ the HUBCO Lien, as hereinafter defined) in and lien upon the following described propertyeach other Transaction Document, whether now owned or hereafter acquired existing, due or arisingto become due, wherever located and any additions, replacements, accessionsdirect or indirect, or substitutions thereof and absolute or contingent, including all cash and non-cash proceeds and products thereof (collectively, the "Collateral"): All Obligations. Notwithstanding any of the personal property of 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 AHDC (the "UCC") and not otherwise defined other provisions set forth in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) any Excluded Amounts, (B) any amounts received by the GuarantyBorrower from an Obligor following the sale of the related Loan by the Borrower pursuant to Section 2.14 which the Borrower is required to pay to the purchaser of such Loan, and (C) any property to the extent that such grant of a security interest is prohibited by any Applicable Law not in effect as of the date hereof or requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law, provided that (x) immediately at such time as the prohibition shall no longer be applicable, such security interest shall attachedattach immediately to such assets and (y) the Collateral includes any Proceeds of any such assets. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. Each of the Administrative Agent and each Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. If the Borrower fails to perform or comply with any of its agreements contained herein, the Stock Purchase AgreementAdministrative Agent, at its option, but without any obligation to do so, may itself perform or comply, or any other document executed otherwise cause performance or delivered compliance, with such agreement. The expenses of the Administrative Agent incurred in connection therewith with such performance or compliance, together with interest thereon at the rate per annum applicable to Advances, shall be payable by the Borrower to the Administrative Agent on demand and shall constitute Obligations secured hereby. 1. The grant of a security interest under this Section 8.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent or any of the transactions contemplated thereby other Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (collectivelyi) the Borrower shall remain liable under any applicable Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, as agent for the Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under any applicable Collateral, and (iii) none of the Administrative Agent or any other Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. 2. Notwithstanding anything to the contrary, the "Transaction Documents") has Borrower, the meaning given Collateral Manager, the Administrative Agent, the Collateral Custodian, the Collateral Administrator and each Lender hereby agree to treat, and to cause each of their respective Affiliates to treat, each Note as indebtedness for purposes of United States federal and state income tax or state franchise tax to the extent permitted by Applicable Law and shall file its tax returns or reports, or cause its Affiliates to file such term tax returns or reports, in the UCCa manner consistent with such treatment.

▇▇▇▇▇ of Security Interest. For value received 1. To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Investor Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the Investor Noteholders, a security interest in, all of the Issuer's right, title and interest in and to secure payment and performance of that certain unconditional guaranty of even date herewith given by AHDC in favor of FRANKEL, guaranteeing all of th▇ ▇▇▇▇▇ations the Issuer's assets, property and interests in property of Joshua Tree Constructionany kind or nature whatsoever (other than as specified below) whether now or hereafter existing, Inc. acquired or created (▇▇ich may become known all of the foregoing being referred to as Nutritionary, Inc. (the "NutritionaryCollateral")), including without limitation, that certain note all right, title and interest of the Issuer in the principal amount following property and interests in property: a. the SUBIs, the SUBI Certificates and any related rights, authority, powers and privileges of $1,500,000.00 given by Nutritionary the holder thereof under the related Origination Trust Documents and all payments and distributions thereunder of whatever kind or character and whether in favor cash or other property, at any time made or distributable to the Issuer thereunder or in respect thereof, whether due or to become due, including, without limitation, the immediate and continuing right of FRANKELthe Issuer to receive and collect all amounts payable to the holder thereof and all of the Issuer's rights, as such unconditional ▇▇▇▇▇▇ty may be amended from time remedies, powers, interests and privileges under the Origination Trust Documents (whether arising pursuant to time (the "Guaranty"terms thereof or otherwise available to the Issuer), and including, without limitation, the right to enforce the Origination Trust Documents, to give or withhold any and all other obligations of AHDC consents, requests, notices, directions, approvals or waivers thereunder and all amounts due and to FRANKEL however createdbecome due thereunder, arising ▇▇ ▇▇▇denced (including without limitation, any obligations under that Stock Purchase Agreement dated whether payable as of March __, 2002, among Nutritionary, FRANKEL and Melvin Simon, as th▇ ▇▇▇▇ may b▇ ▇▇▇▇▇▇▇ ▇▇om time to time (indemnities or damages for breach thereof; b. a beneficial interest in the "Stock Purchase Agreement"), that certain Reimbursement and Indemnification Agreement of even date herewith from Nutritionary and AHDC in favor of FRANKEL, Initial Units and any Unit Leases, Unit Vehicles and all other ▇▇▇▇▇▇▇ts 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 advancesRelated Rights associated therewith, and all costs Additional Units and expenses incurred by FRANKEL to obtainany Unit Leases, preserve, p▇▇▇▇▇▇ Unit Vehicles and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, the "Obligations"), AHDC hereby grants to FRANKEL a continuing first prior▇▇▇ ▇▇▇urity interest (pari passu with those certain security interests granted this date to Melvin Simon and otherwise subje▇▇ ▇▇▇▇ ▇▇ the HUBCO Lien, as hereinafter defined) in and lien upon the following described property, whether now owned or Related Rights associated therewith hereafter acquired or arisingby the Issuer, 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 AHDC of every kind and nature including, without limitation, all accounts, accounts receivable, equipment, accessions, inventory, chattel paper, instruments, documents, rights monies due or to become due with respect thereto and all 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 AHDC (the "UCC") and not otherwise defined in this Agreement, the Guaranty, 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.thereof;

▇▇▇▇▇ of Security Interest. For value received and to secure payment and performance of that certain unconditional guaranty of even date herewith given by AHDC in favor of FRANKELSIMON, guaranteeing all of th▇ ▇▇▇▇▇ations the obligations of Joshua Tree Construction, Inc. (▇▇ich 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 in favor of FRANKELSIMON, as such unconditional ▇▇▇▇▇▇ty guaranty may be amended from time to time (the "Guaranty"), and any and all other obligations of AHDC to FRANKEL SIMON however created, arising ▇▇ ▇▇▇denced 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 th▇ ▇▇▇▇ the same may b▇ ▇▇▇▇▇▇▇ ▇▇om ▇m time to time (the "Stock Purchase Agreement"), that certain Reimbursement and Indemnification Agreement of even date herewith from Nutritionary and AHDC in favor of FRANKELSIMON, and any and all other ▇▇▇▇▇▇▇ts 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, p▇▇▇▇▇▇ perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, the "Obligations"), AHDC hereby grants to FRANKEL SIMON a continuing first prior▇▇▇ ▇▇▇urity priority security interest (pari passu with those that certain security interests interest granted this date to Melvin Simon Keith Frankel and otherwise subjesubj▇▇▇ ▇▇▇▇ ▇▇ the ▇he HUBCO Lien, as hereinafter defined) in and lien upon 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 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 AHDC (the "UCC") and not otherwise defined in this Agreement, the Guaranty, 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.

▇▇▇▇▇ of Security Interest. For value received 1. To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Investor Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the Investor Noteholders, a security interest in, all of the Issuer’s right, title and interest in and to secure payment and performance of that certain unconditional guaranty of even date herewith given by AHDC in favor of FRANKEL, guaranteeing all of th▇ ▇▇▇▇▇ations the Issuer’s assets, property and interests in property of Joshua Tree Constructionany kind or nature whatsoever (other than as specified below) whether now or hereafter existing, Inc. acquired or created (▇▇ich may become known all of the foregoing being referred to as Nutritionary, Inc. ("Nutritionary")the “Collateral”), including without limitation, that certain note all right, title and interest of the Issuer in the principal amount following property and interests in property: a. the SUBIs, the SUBI Certificates and any related rights, authority, powers and privileges of $1,500,000.00 given by Nutritionary the holder thereof under the related Origination Trust Documents and all payments and distributions thereunder of whatever kind or character and whether in favor cash or other property, at any time made or distributable to the Issuer thereunder or in respect thereof, whether due or to become due, including, without limitation, the immediate and continuing right of FRANKELthe Issuer to receive and collect all amounts payable to the holder thereof and all of the Issuer’s rights, as such unconditional ▇▇▇▇▇▇ty may be amended from time remedies, powers, interests and privileges under the Origination Trust Documents (whether arising pursuant to time (the "Guaranty"terms thereof or otherwise available to the Issuer), and including, without limitation, the right to enforce the Origination Trust Documents, to give or withhold any and all other obligations of AHDC consents, requests, notices, directions, approvals or waivers thereunder and all amounts due and to FRANKEL however createdbecome due thereunder, arising ▇▇ ▇▇▇denced (including without limitation, any obligations under that Stock Purchase Agreement dated whether payable as of March __, 2002, among Nutritionary, FRANKEL and Melvin Simon, as th▇ ▇▇▇▇ may b▇ ▇▇▇▇▇▇▇ ▇▇om time to time (indemnities or damages for breach thereof; b. a beneficial interest in the "Stock Purchase Agreement"), that certain Reimbursement and Indemnification Agreement of even date herewith from Nutritionary and AHDC in favor of FRANKEL, Initial Units and any Unit Leases, Unit Vehicles and all other ▇▇▇▇▇▇▇ts 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 advancesRelated Rights associated therewith, and all costs Additional Units and expenses incurred by FRANKEL to obtainany Unit Leases, preserve, p▇▇▇▇▇▇ Unit Vehicles and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, the "Obligations"), AHDC hereby grants to FRANKEL a continuing first prior▇▇▇ ▇▇▇urity interest (pari passu with those certain security interests granted this date to Melvin Simon and otherwise subje▇▇ ▇▇▇▇ ▇▇ the HUBCO Lien, as hereinafter defined) in and lien upon the following described property, whether now owned or Related Rights associated therewith hereafter acquired or arisingby the Issuer, 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 AHDC of every kind and nature including, without limitation, all accounts, accounts receivable, equipment, accessions, inventory, chattel paper, instruments, documents, rights monies due or to become due with respect thereto and all 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 AHDC (the "UCC") and not otherwise defined in this Agreement, the Guaranty, 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.thereof;

▇▇▇▇▇ of Security Interest. For value received and The Grantor, in order to secure (i) the prompt payment of all the payment Obligations in full when due and (ii) the performance and observance by the Grantor and each other Obligor of that certain unconditional guaranty all other Obligations, in each case whether by lapse of even date herewith given by AHDC in favor of FRANKELtime, guaranteeing all of th▇ ▇▇▇▇▇ations of Joshua Tree Constructionacceleration, Inc. (▇▇ich 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 in favor of FRANKEL, as such unconditional ▇▇▇▇▇▇ty may be amended from time to time (the "Guaranty")mandatory prepayment or otherwise, and any in consideration of the premises and all other obligations of AHDC to FRANKEL however created, arising ▇▇ ▇▇▇denced (including without limitation, any obligations under that Stock Purchase Agreement dated as of March __, 2002, among Nutritionary, FRANKEL and Melvin Simon, as th▇ ▇▇▇▇ may b▇ ▇▇▇▇▇▇▇ ▇▇om time to time (the "Stock Purchase Agreement"), that certain Reimbursement and Indemnification Agreement of even date herewith from Nutritionary and AHDC in favor of FRANKELcovenants herein contained, and any of other good and all other ▇▇▇▇▇▇▇ts executed and/or delivered in connection with valuable consideration, the transactions contemplated thereby)receipt of which is hereby acknowledged, whether direct or indirectdoes hereby grant, absolute or contingentbargain, now existing or hereafter arising or acquiredsell, assign, transfer, convey, mortgage, pledge and confirm unto the Collateral Agent, its permitted successors and assigns, for the security and benefit of the Secured Parties until released pursuant to Section 6.12, a continuing security interest in, and whether or not evidenced by a loan or transaction documentmortgage lien on, future advancesall estate, right, title and all costs interest of the Grantor in, to and expenses incurred by FRANKEL to obtain, preserve, p▇▇▇▇▇▇ and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, the "Obligations"), AHDC hereby grants to FRANKEL a continuing first prior▇▇▇ ▇▇▇urity interest (pari passu with those certain security interests granted this date to Melvin Simon and otherwise subje▇▇ ▇▇▇▇ ▇▇ the HUBCO Lien, as hereinafter defined) in and lien upon under the following described propertyproperties, rights, interests and privileges, whether now owned or hereafter acquired or arising, and wherever located (which, collectively, including all property hereafter specifically subjected to the Lien of this Security Agreement by any instrument supplemental hereto, are referred to herein as the “Collateral”): 1. the Pledged Spare Parts and all replacements therefor and substitutions therefor in which the Grantor shall from time to time acquire an interest; 2. the Records; 3. all of the right, title and interest of such Grantor in, to and under each Account and all cash, checks, securities, money orders and other items of value of such Grantor now or hereafter paid, deposited, credited or held (whether for collection, provisionally or otherwise) in each Account (the “Account Collateral”); 4. all insurance proceeds and condemnation proceeds and any additionsother proceeds of any kind resulting from an Event of Loss, replacementsbut excluding any liability insurance maintained by the Grantor; 5. the rights of the Grantor under any warranty or indemnity, accessionsexpress or implied, regarding title, materials, workmanship, design or patent infringement or related matters in respect of the Pledged Spare Parts; 6. all rents, issues, profits, revenues and other income of the property subjected to the Lien of this Security Agreement; 7. any and all property that may, from time to time hereafter, by Security Agreement Supplement be subjected to the lien and security interest hereof and the Collateral Agent is hereby authorized to receive the same at any and all times as and for additional security hereunder; 8. all Proceeds of the foregoing. PROVIDED, HOWEVER, that notwithstanding any of the foregoing provisions of this Section 2.1, unless and until an Event of Default shall have occurred and be continuing (i) the Grantor shall have the right, to the exclusion of the Collateral Agent and the other Secured Parties, to quiet enjoyment of the Pledged Spare Parts and other Collateral, and to possess, use, retain and control the Pledged Spare Parts and other Collateral and all revenues, income and profits derived therefrom and (ii) neither the Collateral Agent, acting on behalf of the Secured Parties, nor any Secured Party, shall, through its own actions or inactions, interfere with, or substitutions thereof suffer to exist with respect to any Pledged Spare Part or other Collateral any Lien attributable to the Collateral Agent or any Secured Party which might interfere with, the Grantor’s continued possession, use and operation of, and quiet enjoyment of, each Pledged Spare Part and all cash other Collateral without hindrance during the term of this Security Agreement in accordance with the terms of the Loan Documents. TO HAVE AND TO HOLD the Collateral unto the Collateral Agent, its permitted successors and non-cash proceeds assigns, until the Termination Date or until otherwise released pursuant to Section 6.12, upon the terms herein set forth, in trust for the benefit, security and products thereof (collectivelyprotection of the Secured Parties, and for the uses and purposes and subject to the terms and provisions set forth in this Security Agreement and the Credit Agreement. It is expressly agreed that anything herein contained to the contrary notwithstanding, the "Collateral"): All Grantor shall remain liable under each of the personal property contracts and agreements included in the Collateral to which it is a party to perform all of AHDC of every kind and nature including, without limitationthe obligations assumed by it thereunder, all accountsin accordance with and pursuant to the terms and provisions thereof, accounts receivableand no Secured Party shall have any obligation or liability under any such contracts and agreements to which the Grantor is a party by reason of or arising out of the assignment hereunder, equipmentnor shall any Secured Party be required or obligated in any manner to perform or fulfill any obligations of the Grantor under any such contracts and agreements to which the Grantor is a party, accessionsor, inventoryexcept as herein expressly provided, chattel paperto make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Grantor does hereby irrevocably constitute and appoint the Collateral Agent the true and lawful attorney of the Grantor (which appointment is coupled with an interest) with full power (in the name of the Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys (in each case including insurance and requisition proceeds) and all other property which now or hereafter constitute part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceeding which the Collateral Agent may deem to be necessary or advisable in the premises; provided that the Collateral Agent shall not exercise any of such rights except upon the occurrence and during the continuance of an Event of Default. The Grantor agrees that (x) on the date hereof, (y) promptly upon any Collateral becoming subject to the Lien of this Security Agreement and (z) at any time and from time to time upon the written request of the Collateral Agent, at the Grantor’s sole cost and expense, other than with respect to Excluded Spare Parts, the Grantor will promptly and duly execute and deliver and record (as applicable) or cause to be duly executed and delivered and recorded any and all further agreements, financing statements, instruments, documentscertificates and documents as the Collateral Agent may reasonably deem necessary or advisable to create, rights preserve, perfect, confirm or validate the security interests in the Collateral or to proceeds under letters enable the Collateral Agent to obtain the full benefits of credit, letter-of-credit this Security Agreement or to enable the Collateral Agent to lawfully enforce any of its rights, deposit accountspowers and remedies hereunder with respect to any of the Collateral, it being acknowledged and agreed that the Collateral Agent is expressly authorized to unilaterally exercise or cause to be exercised any and all rights of a secured party permitted to be exercised unilaterally hereunder or under applicable law, including the filing of UCC financing statements (or amendments thereto) in respect of any of the Collateral. Notwithstanding anything herein to the contrary, it is the understanding of the parties hereto that the Liens granted pursuant to Section 1 shall, prior to the Discharge of Additional Obligations that are Senior Priority Obligations, be pari passu and equal in priority to the Liens granted to any Additional Agent for the benefit of the holders of the applicable Additional Obligations that are Senior Priority Obligations to secure such Additional Obligations that are Senior Priority Obligations pursuant to the applicable Additional Collateral Documents (except as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and general intangiblesany Additional Agent, wherever locatedon behalf of itself and the Additional Credit Facility Secured Parties represented thereby). Any term used in this Agreement The Collateral Agent acknowledges and in any financing statement filed in connection herewith which is defined agrees that, in the Uniform Commercial Code as in effect in the State of New Jersey on the date this event that it enters into an Intercreditor Agreement is signed by AHDC (the "UCC") and not otherwise defined in this or an Other Intercreditor Agreement, the Guarantyrelative priority of the Liens granted to the Collateral Agent, the Stock Purchase Administrative Agent and any Additional Agent shall be determined solely (as between the parties to such Intercreditor Agreement or Other Intercreditor Agreement and except as otherwise provided therein) pursuant to the applicable Intercreditor Agreements and Other Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens granted to the Collateral Agent pursuant to this Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements and Other Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement or any Other Intercreditor Agreement and this Security Agreement, the terms of such Intercreditor Agreement or Other Intercreditor Agreement, as applicable, shall govern and control as among (i) the Collateral Agent and any Additional Agent, in the case of the Intercreditor Agreement, and (ii) the Collateral Agent and any other document executed secured creditor (or delivered agent therefor) party thereto, in connection therewith or the case of any Other Intercreditor Agreement. In the event of the transactions contemplated thereby (collectivelyany such conflict, the "Transaction Documents"Grantors may act (or omit to act) has in accordance with such Intercreditor Agreement or such Other Intercreditor Agreement, as applicable, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, for so long as any Additional Obligations that are Senior Priority Obligations remain outstanding, any obligation hereunder to deliver, transfer or assign to the meaning given Collateral Agent any Collateral shall be satisfied by causing such Collateral to such term be delivered, transferred or assigned to the applicable Senior Priority Representative to be held in accordance with the UCCIntercreditor Agreement.