THIS SECURITY AGREEMENT (this “Agreement”) dated as of November 4, 2020, is by and ‘between WEYCO GROUP, INC. (the “Debtor”) and ASSOCIATED BANK, NATIONAL ASSOCIATION (the “Secured Party”).
W I T N E S S E T H:
WHEREAS, the Debtor has entered into a Credit Agreement dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) with the Secured ‘Party, pursuant to which the Secured Party has agreed to make loans to and issue letters of credit for the account of the Debtor; and
WHEREAS, the obligations of the Debtor under the Credit Agreement and the other Loan Documents are to be secured pursuant to this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:
l. Definitions and Interpretation. (a) In addition to terms defined in the Preamble and Recitals above, when used herein, (i) the terms Account, Account Debtor, Certificated Security, Chattel Paper, Commercial Tort Claim, Commodity Account, Commodity Contract, Deposit Account, Document, Electronic Chattel Paper, Equipment, Financial Assets, Fixture, Goods, Instrument, Inventory, Investment Property, Letter of Credit Rights, Security, Security Entitlement, Securities Account, Supporting Obligations and Uncertificated Security have the respective meanings assigned thereto in the UCC (as defined below), (ii) capitalized terms that are not otherwise defined have the respective meanings assigned thereto in the Credit Agreement and (iii) the following terms have the following meanings:
“Assignee Deposit Account” has the meaning given in Section 4.
“Collateral” means all property and rights of the Debtor in which a security interest is granted hereunder.
“Computer Hardware and Software” means all of the Debtor’s rights (including rights as licensee and lessee) with respect to: (a) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (b) all software programs designed for use on the computers and electronic data processing hardware described in Clause (a) above, including all operating system software, utilities and application programs in whatsoever form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (c) any firmware associated with any of the foregoing; and (d) any documentation for hardware, software and firmware described in clauses (a), (b) and (c) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes.
“Default” means the occurrence of any Unmatured Event of Default or any Event of Default.
‘‘General Intangibles” means all of the Debtor’s “general intangibles” as defined in the UCC and, in any event, includes all of the Debtor’s licenses, franchises, tax refund claims, guarantee claims, security interests and rights to indemnification.