EXHIBIT 10.9
EXHIBIT E
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (the "Agreement"), dated December ___, 2001, is
entered into by and between A.P.F. ACQUISITION CORP., a New York corporation
("Debtor"), and INTERIORS, INC., a Delaware corporation (the "Secured Party").
W I T N E S S E T H:
WHEREAS, the Secured Party, as Seller, has entered into an Asset
Purchase Agreement, dated as of December 24, 2001 (the "Purchase Agreement")
pursuant to which the Secured Party has agreed to sell to the Debtor, as of the
date of this Agreement, all of the assets, properties and business of the A.P.F.
Master Framemakers division of the Secured Party (the APF Division"), subject to
the Debtor's assumption of certain of the liabilities and obligations of the APF
Division; and
WHEREAS, in partial payment pursuant to such Purchase Agreement, the
Debtor is issuing to Secured Party a secured promissory note of even date
herewith in the principal amount of $750,000 (the "Purchase Note"); and
WHEREAS, in order to induce the Secured Party to consummate the sale of
the assets and business of the APF Division to the Debtor, and to accept the
Purchase Note, the Debtor has agreed to grant to the Secured Party of a lien and
security interest in all of the assets and properties of the Debtor , all under
the terms and subject to the conditions of this Agreement; and
WHEREAS, the Debtor acknowledges and confirms that this Agreement is
intended to and will confer significant benefit upon the Debtor.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
Defined Terms. Capitalized terms used and not otherwise defined herein
shall have the respective meanings attributed thereto in the Purchase Agreement.
In addition, terms which are defined in the Uniform Commercial Code in effect in
the State of New York on the date hereof are used herein as so defined:
1. Grant of General Security Interest in Collateral.
1.1 As security for (a) the payment and performance by Debtor of its
payment obligations under the Purchase Note, (b) the performance of the Debtor
of its covenants and agreements set forth in Section 4 of the Purchase Note, and
(c) the performance by Debtor of its obligations under this Agreement
(collectively, the "Obligations"), Debtor hereby grants the Secured Party, for
the benefit of the Secured Party, a security interest in the Collateral.
1.2 "Collateral" shall mean all of the following property of Debtor:
(a) All now owned and hereafter acquired right, title and
interest of Debtor in, to and in respect of all: accounts, interests in goods
represented by accounts, returned, reclaimed or repossessed goods with respect
thereto and rights as an unpaid vendor; contract rights; commercial tort claims;
chattel paper; investment property; general intangibles (including but not
limited to, tax and duty claims and refunds, registered and unregistered
patents, trademarks, service marks, certificates, copyrights trade names,
applications for the foregoing, trade secrets, goodwill, processes, drawings,
blueprints, customer lists, licenses, whether as licensor or licensee, choses in
action and other claims, and existing and future leasehold interests in
equipment, real estate and fixtures); documents; instruments; letters of credit,
letter of credit rights, bankers' acceptances or guaranties; cash moneys,
deposits; securities, financial assets, bank accounts, deposit accounts, credits
and other property whether now or hereafter held at any depository or other
institution or otherwise;
(b) All now owned and hereafter acquired right, title and
interest of Debtor in, to and in respect of goods, including, but not limited
to:
(i) All inventory, wherever located, whether now
owned or hereafter acquired, of whatever kind, nature or description, including
all raw materials, work-in-process, finished goods, and materials to be used or
consumed in Debtor's business; and all names or marks affixed to or to be
affixed thereto for purposes of selling same by the seller, manufacturer, lessor
or licensor thereof and all inventory which may be returned to Debtor by its
customers or repossessed by Debtor and all of Debtor's right, title and interest
in and to the foregoing (including all of Debtor's rights as a seller of goods);
(ii) All equipment and fixtures, wherever located,
whether now owned or hereafter acquired, including, without limitation, all
machinery, motor vehicles, furniture and fixtures, and any and all additions,
substitutions, replacements (including spare parts), and accessions thereof and
thereto (including, but not limited to Debtor's rights to acquire any of the
foregoing, whether by exercise of a purchase option or otherwise);
(c) All now owned and hereafter acquired right, title and
interest of Debtor in, to and in respect of any real or other personal property
in or upon which Debtor has or may hereafter own, lease or have a security
interest, lien or right of setoff;
(d) All present and future books and records relating to any
of the above including, without limitation, all computer programs, printed
output and computer readable data in the possession or control of the Debtor,
any computer service bureau or other third party; and
(e) All products and proceeds of the foregoing in whatever
form and wherever located, including, without limitation, all insurance proceeds
and all claims against third parties for loss or destruction of or damage to any
of the foregoing.
1.3 Subject only to the prior rights of the "Senior Secured Parties"
(as hereinafter defined), the Secured Party is hereby specifically authorized,
after the occurrence and during the continuation of any Event of Default (as
defined in Paragraph 7 hereof), to transfer any Collateral into the name of the
Secured Party and to take any and all action deemed advisable to the Secured
Party to remove any transfer restrictions affecting the Collateral.
1.4 Debtor agrees that without notice to or further assent by Debtor,
the liability of any other party for or upon any of the Obligations may, from
time to time, in whole or in part, be renewed, extended, modified, accelerated,
compromised or released by Secured Party as the Secured Party may deem
advisable, and that the Collateral or any other collateral or liens for any of
the Obligations may, from time to time, in whole or in part, be exchanged, sold
or surrendered by the Secured Party, as the Security Party may deem advisable,
all without impairing, abridging, affecting or diminishing this Agreement or the
Secured Party's rights hereunder or with respect to the Collateral.
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2. Perfection of Security Interest.
Debtor shall execute and deliver to the Secured Party Uniform
Commercial Code Financing Statements ("Financing Statements") relating to the
security interests in Debtor's right, title and interest in and to the
Collateral. Debtor hereby authorizes the Secured Party to file Financing
Statements, whether or not executed by Debtor, at the Debtor's expense, in such
filing locations as the Secured Party deems appropriate.
3. Distribution on Liquidation.
3.1 If any sum is paid as a liquidating distribution on or with respect
to the Collateral, Debtor shall deliver same to the Secured Party to be applied
to the Obligations then due, in accordance with the terms of the Purchase Note.
3.2 Prior to any Event of Default, Debtor shall be entitled to exercise
all voting power pertaining to any of the Collateral, provided such exercise is
not contrary to the interests of the Secured Party and does not impair the
Collateral.
4. Further Action By Debtor; Covenants and Warranties.
4.1 Secured Party at all times shall have a perfected security interest
in the Collateral. Subject to the security interests described herein, Debtor
has and will continue to have full title to the Collateral free from any liens,
leases, encumbrances, judgments or other claims, except for the liens and
security interests held by the Senior Secured Parties. Except for the security
interests granted to the Senior Secured Parties securing aggregate indebtedness
of the Debtor not to excess $2,500,000 at any time outstanding, and other
existing security interests on the Collateral as at the date hereof and
disclosed on Schedule A annexed hereto, Secured Party's security interest in the
Collateral constitutes and will continue to constitute a first, prior and
indefeasible security interest in favor of Secured Party. Debtor will do (or
cause to be done) all acts and things, and will execute and file (or cause to be
executed and filed) all instruments (including, but not limited to, control
agreements, security agreements, financing statements, continuation statements,
etc.) reasonably requested by Secured Party to establish, maintain and continue
the perfected security interest of Secured Party in the Collateral, and will
promptly on demand, pay all costs and expenses of filing and recording,
including the costs of any searches reasonably deemed necessary by Secured Party
from time to time to establish and determine the validity and the continuing
priority of the security interest of Secured Party, and also pay all other
claims and charges that, in the opinion of Secured Party, exercised in good
faith, is reasonably likely to materially prejudice, imperil or otherwise affect
the Collateral or its security interest therein. Notwithstanding the definition
of Collateral herein, such financing statements may, for ease of reference,
describe the Collateral as "all assets" or such similar terms as the Secured
Party deems appropriate. Without limiting in any manner the generality of any of
the foregoing, if the Debtor shall at any time acquire a commercial tort claim,
the Debtor shall immediately notify the Secured Party in a writing signed by the
Debtor of the brief details thereof and grant to the Secured Party in such
writing a security interest therein and in the proceeds thereof, all upon the
terms of this Agreement, with such writing to be in form and substance
satisfactory to the Secured Party.
4.2 Other than in the ordinary course of the business of the APF
Division, and except for Collateral which has become obsolete or is of
inconsequential value, Debtor will not sell, transfer, assign or pledge those
items of Collateral (or allow any such items to be sold, transferred, assigned
or pledged), without the prior written consent of Secured Party. Although
proceeds of Collateral are covered by this Security Agreement, this shall not be
construed to mean that Secured Party consents to any sale of the Collateral,
except as provided herein.
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4.3 Debtor will, at all reasonable times, allow Secured Party or its
representatives free and complete access, at reasonable times during business
hours and upon advance notice, to all of Debtor 's records which in any way
relate to the Collateral, for such inspection and examination as Secured Party
reasonably deems necessary; provided, that any such inspection shall not
unreasonably interrupt the customary business operations of Debtor.
4.4 Debtor, at its sole cost and expense, will protect and defend this
Security Agreement, all of the rights of Secured Party hereunder, and the
Collateral against the claims and demands of all other parties.
4.5 Debtor will promptly notify Secured Party of any levy, distraint or
other seizure by legal process or otherwise of any part of the Collateral, and
of any threatened or filed claims or proceedings that are reasonably likely to
affect or impair any of the rights of Secured Party under this Security
Agreement.
4.6 Debtor, at its own expense, will obtain and maintain in force
insurance policies covering losses or damage to those items of Collateral which
constitute physical personal property. The insurance policies to be obtained by
Debtor shall be in form and amounts reasonably acceptable to Secured Party.
Debtor shall make the Secured Party a loss payee thereon to the extent of its
interest. Secured Party is hereby irrevocably (until the Obligations are paid in
full) appointed Debtor's attorney-in-fact to endorse any check or draft that may
be payable to Debtor so that Secured Party may collect the proceeds payable for
any loss under such insurance. The proceeds of such insurance, less any costs
and expenses incurred or paid by Secured Party in the collection thereof, shall,
at the option of the Secured Party, be applied either toward the cost of the
repair or replacement of the items damaged or destroyed, or on account of any
sums secured hereby, whether or not then due or payable.
4.7 Upon the request of Secured Party, Debtor will furnish within ten
(10) business days thereafter to Secured Party, or to any proposed assignee of
this Security Agreement, a written statement in form reasonably satisfactory to
Secured Party, duly acknowledged, certifying the amount of the principal and
interest then owing under the Obligations, whether to its knowledge any claims,
offsets or defenses exist against the Obligations or against this Security
Agreement, or any of the terms and provisions of any other agreement of Debtor
securing the Obligations. In connection with any assignment by Secured Party of
this Security Agreement, Debtor hereby agrees to cause the insurance policies
required hereby to be carried by Debtor, if any, to be endorsed in form
satisfactory to Secured Party or to such assignee, with loss payable clauses in
favor of such assignee, and to cause such endorsements to be delivered to
Secured Party within ten (10) calendar days after request therefor by Secured
Party.
4.8 The Debtor will, at its own expense, make, execute, endorse,
acknowledge, file and/or deliver to the Secured Party from time to time such
vouchers, invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports and
other assurances or instruments and take further steps relating to the
Collateral and other property or rights covered by the security interest hereby
granted, as the Secured Party may reasonably require to perfect its security
interest hereunder.
4.9 Debtor represents and warrants that it is the true and lawful
exclusive owner of the Collateral, free and clear of any liens and encumbrances.
4.10 Debtor hereby agrees not to divest itself of any right under the
Collateral absent prior written approval of the Secured Party.
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4.11 Debtor represents and warrants that the location of its principal
office and chief executive office and the location where the originals of its
records pertaining to its accounts are kept are at the address indicated beneath
its signature hereto. Debtor shall not change the location of any of its
inventory or equipment or of its principal office or chief executive office or
the location of the office where the records of its accounts are kept unless
30(thirty) days' prior written notice of such change is given to the Security
Party. Debtor shall not change its legal name, use any other name nor change the
form of its organization nor the jurisdiction in which it is organized, which is
set forth below its signature hereto, without giving the Secured Party 30
(thirty) days' prior written notice thereof. Debtor represents and warrants that
its correct United States tax identification number is set forth below its
signature hereto and the correct organizational identification number issued to
Debtor by the relevant authority of its jurisdiction of organization is set
forth below its signature hereto or, if such authority does not issue such an
identification number, Debtor has so indicated in the applicable space below its
signature hereto.
5. Power of Attorney.
Debtor hereby irrevocably constitutes and appoints the Secured Party as
the true and lawful attorney of Debtor, with full power of substitution, in the
place and stead of Debtor and in the name of Debtor or otherwise, at any time or
times, in the discretion of the Secured Party, to take any action and to execute
any instrument or document which the Secured Party may deem necessary or
advisable to accomplish the purposes of this Agreement which Debtor fails to
take or fails to execute within ten (10) business days of the Secured Party's
reasonable request therefor. This power of attorney is coupled with an interest
and is irrevocable.
6. Performance By The Secured Party.
If Debtor fails to perform any material covenant, agreement, duty or
obligation of Debtor under this Agreement, the Secured Party may, after any
applicable cure period, at any time or times in its discretion, take action to
pay, perform and discharge any and all amounts, costs, expenses and liabilities
herein agreed to be paid or performed by Debtor. All costs incurred by the
Secured Party in connection with the foregoing shall be payable by Debtor as
provided in Paragraph 11.1 hereof and shall bear interest at the rate of 12% per
annum from the dates of such expenditures until paid. No discretionary right,
remedy or power granted to the Secured Party under any part of this Agreement
shall be deemed to impose any obligation whatsoever on the Secured Party with
respect thereto, such rights, remedies and powers being solely for the
protection of the Secured Party.
7. Event of Default.
An event of default ("Event of Default") shall be deemed to have
occurred hereunder upon the occurrence and during the continuation of any "Event
of Default" as defined in the Purchase Note. Upon and after any Event of
Default, for so long as such Event of Default shall be continuing, any or all of
the Obligations shall become immediately due and payable at the option of the
Secured Party, for the benefit of the Secured Party, and the Secured Party may,
subject only to the priority rights of the Senior Secured Parties, as provided
herein, dispose of Collateral as provided below. A default by Debtor of any of
its obligations pursuant to this Agreement shall be deemed an Event of Default
hereunder and an event of default as defined in any of the documents evidencing
any of the Obligations.
8. Disposition of Collateral.
Subject only to the priority rights in and to the Collateral held by
the Senior Secured Parties, as provided herein, upon and after the occurrence of
any Event of Default which is then continuing,
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8.1 The Secured Party may exercise its rights with respect to each and
every component of the Collateral, without regard to the existence of any other
security or source of payment for the Obligations. In addition to other rights
and remedies provided for herein or otherwise available to it, the Secured Party
shall have all of the rights and remedies of a lender on default under the
Uniform Commercial Code then in effect in the State of New York.
8.2 If any notice to Debtor of the sale or other disposition of
Collateral is required by then applicable law, five (5) days' prior notice (or,
if longer, the shortest period of time permitted by then applicable law) to
Debtor of the time and place of any public sale of Collateral or of the time
after which any private sale or any other intended disposition is to be made,
shall constitute reasonable notification.
8.3 The Secured Party is authorized, at any such sale, if the Secured
Party deems it advisable to do so, in order to comply with any applicable
securities laws, to restrict the prospective bidders or purchasers to persons
who will represent and agree, among other things, that they are purchasing the
Collateral for their own account for investment, and not with a view to the
distribution or resale thereof, or otherwise to restrict such sale in such other
manner as the Secured Party deems advisable to ensure such compliance. Sales
made subject to such restrictions shall be deemed to have been made in a
commercially reasonable manner.
8.4 All cash proceeds received by the Secured Party in respect of any
sale, collection or other enforcement or disposition of Collateral, shall be
applied (after deduction of any amounts payable to the Secured Party pursuant to
Paragraph 11.1 hereof) against the Obligations in such order as the Secured
Party may, its sole discretion determine. Upon payment in full of all
Obligations, Debtor shall be entitled to the return of all Collateral, including
cash, which has not been used or applied toward the payment of Obligations or
used or applied to any and all costs or expenses of the Secured Party incurred
in connection with the liquidation of the Collateral (unless another person is
legally entitled thereto). Any assignment of Collateral by the Secured Party to
Debtor shall be without representation or warranty of any nature whatsoever and
wholly without recourse. The Secured Party may purchase the Collateral and pay
for such purchase by offsetting any sums owed to the Secured Party by Debtor
arising under the Obligations or any other source.
9. Senior Secured Parties and Subordination of Lien of Secured Party.
9.1 The lien and security interest of the Secured Party granted
pursuant to this Agreement is expressly made subject and subordinated to:
(a) the priority first lien and security interest in and to
the Collateral granted or to be granted by the Debtor to any bank, insurance
company, commercial finance company or other senior secured lender providing
senior secured working capital financing to the Debtor (the "Working Capital
Lender"); provided, that the maximum principal amount of indebtedness at any
time outstanding which may be owed by Debtor to any such Working Capital Lender
and to which Secured Parties lien and security interest in the Collateral shall
be subordinate, shall not to exceed One Million Five Hundred Thousand Dollars
($1,500,000) in the aggregate; and
(b) the priority second lien and security interest in and to
the Collateral granted or to be granted by the Debtor to Landis Brothers or its
Affiliates, to secure indebtedness and obligations aggregating not in excess of
$1,000,000 in principal amount (the "Assumed Xxxxxx Debt"), which has been
assumed by Maker as part of the purchase price for the assets and properties of
the APF Division pursuant to the terms of the Purchase Agreement.
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9.2 The Secured Party agrees, upon the request of any Working Capital
Lender and the holders of the Assumed Xxxxxx Debt (collectively, the "Senior
Secured Parties") to execute and deliver such intercreditor and/or subordination
agreement as such Senior Secured Parties may reasonably require; provided, that,
the terms of such intercreditor and/or subordination agreement shall in no
manner prohibit the Secured Party hereunder from exercising all of its remedies
against the Guarantor under the Guaranty or against the Pledged Stock under the
Pledge Agreement (as those terms are defined in the Purchase Agreement). In
addition, such intercreditor and/or subordination agreement shall, by its terms,
expressly permit the Secured Party to immediately commence action to foreclose
on the Collateral hereunder in the event that:
(a) Any payment of principal or interest under the Purchase
Note is not paid in full when due; or
(b) The Debtor shall breach and fail to cure within any
applicable grace period any of its covenants and agreements set forth in Section
4 of the Purchase Note; or
(c) The commencement of any bankruptcy, reorganization,
receivership or liquidation by or against Debtor or Debtor ceases its business
operations; or
(d) Any other Event of Default under the Purchase Note shall
occur and be continuing for a period of more than three months; or
(e) Any of the Senior Secured Parties shall commence to
foreclose on the Collateral hereunder.
10. Waiver of Automatic Stay. The Debtor acknowledges and agrees that should a
proceeding under any bankruptcy or insolvency law be commenced by or against the
Debtor, or if any of the Collateral should become the subject of any bankruptcy
or insolvency proceeding, then the Secured Party should be entitled to, among
other relief to which the Secured Party may be entitled under the Purchase Note,
this Security Agreement and the other Security Documents and/or applicable law,
an order from the court granting immediate relief from the automatic stay
pursuant to 11 U.S.C. Section 362 to permit the Secured Party to exercise all of
its rights and remedies pursuant to the Loan Documents and/or applicable law.
THE DEBTOR EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11
U.S.C. SECTION 362. FURTHERMORE, THE DEBTOR EXPRESSLY ACKNOWLEDGES AND AGREES
THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE
OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105)
SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF
THE SECURED PARTY TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN
DOCUMENTS AND/OR APPLICABLE LAW. The Debtor hereby consents to any motion for
relief from stay which may be filed by the Secured Party in any bankruptcy or
insolvency proceeding initiated by or against the Debtor, and further agrees not
to file any opposition to any motion for relief from stay filed by the Secured
Party. The Debtor represents, acknowledges and agrees that this provision is a
specific and material aspect of this Agreement, and that the Secured Party would
not agree to the terms of this Agreement if this waiver were not a part of this
Agreement. The Debtor further represents, acknowledges and agrees that this
waiver is knowingly, intelligently and voluntarily made, that neither the
Secured Party nor any person acting on behalf of the Secured Party has made any
representations to induce this waiver, that the Debtor has been represented (or
has had the opportunity to be represented) in the signing of this Agreement and
in the making of this waiver by independent legal counsel selected by the Debtor
and that the Debtor has had the opportunity to discuss this waiver with counsel.
The Debtor further agrees that any bankruptcy or insolvency proceeding initiated
by the Debtor will only be brought in the Federal Court within the Southern
District of New York.
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11. Miscellaneous.
11.1 Expenses. Debtor shall pay to the Secured Party, on demand, the
amount of any and all reasonable expenses, including, without limitation,
attorneys' fees, legal expenses and brokers' fees, which the Secured Party may
incur in connection with the (a) sale, collection or other enforcement or
disposition of Collateral, (b) exercise or enforcement of any of the rights,
remedies or powers of the Secured Party hereunder or with respect to any or all
of the Obligations, or (c) failure by Debtor to perform and observe any
agreements of Debtor contained herein which are performed by the Secured Party.
11.2 Waivers, Amendment and Remedies. No course of dealing by the
Secured Party and no failure by the Secured Party to exercise, or delay by the
Secured Party in exercising, any right, remedy or power hereunder shall operate
as a waiver thereof, and no single or partial exercise thereof shall preclude
any other or further exercise thereof or the exercise of any other right, remedy
or power of the Secured Party. No amendment, modification or waiver of any
provision of this Agreement and no consent to any departure by Debtor therefrom,
shall, in any event, be effective unless contained in a writing signed by the
Secured Party, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. The rights,
remedies and powers of the Secured Party, not only hereunder, but also under any
instruments and agreements evidencing or securing the Obligations and under
applicable law are cumulative, and may be exercised by the Secured Party from
time to time in such order as the Secured Party may elect.
11.3 Notices. Any notice or other communications under the provisions
of this Agreement shall be given in writing and delivered to the recipient in
person, by reputable overnight courier or delivery service, by facsimile machine
(receipt conformed) with a copy sent by first class mail on the date of
transmission, or by registered or certified mail, return receipt requested,
directed to its address set forth in the Purchase Agreement (or to any new
address of which a party hereto shall have informed the others by the giving of
notice in the manner provided in the Purchase Agreement):
11.4 Term; Binding Effect. This Agreement shall (a) remain in full
force and effect until payment and satisfaction in full of all of the
Obligations, (b) be binding upon Debtor, and its successors and permitted
assigns; and (c) inure to the benefit of the Secured Party, for the benefit of
the Secured Party and its successors and assigns.
11.5 Captions. The captions of Paragraphs in this Agreement have been
included for convenience of reference only, and shall not define or limit the
provisions hereof and have no legal or other significance whatsoever.
11.6 Governing Law; Venue; Severability. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts or choice of law, except to the extent
that the perfection of the security interest granted hereby in respect of any
item of Collateral may be governed by the law of another jurisdiction. Any legal
action or proceeding against the Debtor with respect to this Agreement may be
brought in the courts of the State of New York or of the United States for the
Southern District of New York, and, by execution and delivery of this Agreement,
the Debtor hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. The
Debtor hereby irrevocably waives any objection which they may now or hereafter
have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Agreement brought in the aforesaid
courts and hereby further irrevocably waives and agrees not to plead or claim in
any such court that any such action or proceeding brought in any such court has
been brought in an inconvenient forum. If any provision of this Agreement, or
the application thereof to any person or circumstance, is held invalid, such
invalidity shall not affect any other provisions which can be given effect
without the invalid provision or application, and to this end the provisions
hereof shall be severable and the remaining, valid provisions shall remain of
full force and effect.
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11.7 Counterparts/Execution. This Agreement may be executed in any
number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument. This
Agreement may be executed by facsimile signature and delivered by facsimile
transmission.
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IN WITNESS WHEREOF, the undersigned have executed and delivered this
Security Agreement, as of the date first written above.
"DEBTOR" "THE SECURED PARTY"
A.P.F. ACQUISITION CORP. INTERIORS, INC.
a Delaware corporation a Delaware corporation
By: By:
----------------------------------- -------------------------------------
Its: Its:
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Address of principal office and chief executive office
And location of records pertaining to accounts:
000 Xxxxxxxxxx Xxxxxx
Xx. Xxxxxx, Xxx Xxxx 00000
Jurisdiction of organization: Delaware
U.S. Tax Identification No.: _____________
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