Exhibit 10.3
SECURITY AGREEMENT
This SECURITY AGREEMENT is made and entered into as of the __ day of
November, 2004 (the "SECURITY AGREEMENT"), by and among Global Entertainment
Corporation, a Nevada corporation ("GLOBAL"), Western Professional Hockey League
Inc., a Texas corporation, International Coliseums Company, Inc., a Nevada
corporation, Global Entertainment Marketing Systems, a Nevada corporation,
Cragar Industries, Inc., a Delaware corporation and Global Entertainment
Ticketing, a Nevada corporation (collectively, the "DEBTORS"), in favor of
COMERICA BANK, a Michigan corporation, and its successors and assigns ("SECURED
PARTY").
RECITALS:
A. Debtors have requested and Secured Party has agreed to enter into and
provide financial accommodations to the Debtors, as set forth in that certain
Credit Agreement of even date herewith (as amended or modified from time to
time, the "CREDIT AGREEMENT").
B. As a condition precedent to the execution of the Credit Agreement,
Secured Party has required that Debtors execute and deliver this Security
Agreement.
1. SECURITY INTEREST
Debtors hereby grant to Secured Party a security interest (hereinafter
called the "SECURITY INTEREST") in all of Debtors' respective right, title and
interest in and to the personal property described on EXHIBIT A attached hereto
and all proceeds thereof (the "COLLATERAL").
2. OBLIGATION SECURED
The Security Interest shall secure, in such order of priority as Secured
Party may elect:
(a) Payment of the sum of ONE MILLION AND NO/100 DOLLARS
($1,000,000.00) according to the terms of that certain Revolving Promissory
Note of even date herewith, made by Debtors, payable to the order of
Secured Party, evidencing a revolving line of credit, all or any part of
which may be advanced to Debtors, repaid by Debtors, and readvanced to
Debtors, from time to time, subject to the terms and conditions thereof,
with interest thereon, extension and other fees, late charges and
attorneys' fees, according to the terms thereof, and all extensions,
modifications, renewals, restatements or replacements thereof (the "RLC
NOTE");
(b) Payment, performance and observance by Debtors of each covenant,
condition, provision and agreement contained herein and of all monies
expended or advanced by Secured Party pursuant to the terms hereof, or to
preserve any right of Secured Party hereunder, or to protect or preserve
the Collateral or any part thereof;
(c) Payment, performance and observance by Debtors of each covenant,
condition, provision and agreement contained in the Credit Agreement and in
any other document or instrument related to the indebtedness described in
subparagraph (a) above and of all monies expended or advanced by Secured
Party pursuant to the terms thereof or to preserve any right of Secured
Party thereunder; and
(d) Payment and performance of any and all other indebtedness,
obligations and liabilities of Debtors to Secured Party of every kind and
character, direct or indirect, absolute or contingent, due or to become
due, now existing or hereafter incurred, whether such indebtedness is from
time to time reduced and thereafter increased or entirely extinguished and
thereafter reincurred.
All of the indebtedness and obligations secured by this Security Agreement are
hereinafter collectively referred to as the "OBLIGATION."
3. USE; LOCATION
3.1. The Collateral is or shall be used or produced primarily for business
purposes.
3.2. The Collateral shall be kept at any one of the Debtors' addresses set
forth opposite the Debtor's name on SCHEDULE 1.
3.3. Debtors' records concerning the Collateral will be kept at Global's
address set forth on SCHEDULE 1.
4. REPRESENTATIONS AND WARRANTIES OF DEBTORS
4.1. Collectively, the Debtors own all of the Collateral free of all liens,
security interests or other encumbrances except the Security Interest and no
financing statement covering the Collateral is filed or recorded in any public
office. The address of each Debtor set forth opposite each Debtor's name on
SCHEDULE 1 is the chief executive office of each Debtor.
4.2. To Debtors' knowledge, each account, chattel paper or general
intangible included in the Collateral is genuine and enforceable in accordance
with its terms against the party named therein who is obligated to pay the same
(hereinafter "OBLIGOR"), and the security interests that are part of each item
of chattel paper included in the Collateral are valid, first and prior perfected
security interests. To Debtors' knowledge, each Obligor is solvent, and the
amount that Debtors have represented to Secured Party as owing by each Obligor
is the amount actually and unconditionally owing by that Obligor, without
deduction except for normal cash discounts where applicable, and subject to
amounts reserved against in Debtors' financial statements; no Obligor has any
valid defense, setoff, claim or counterclaim against any Debtor that can be
asserted against Secured Party whether in any proceeding to enforce the Security
Interest or otherwise. To Debtors' knowledge, each document, instrument and
chattel paper included in the Collateral is complete and regular on its face and
free from evidence of forgery or alteration. To Debtors' knowledge, no default
has occurred in connection with any instrument, document or chattel paper
included in the Collateral, no payment in connection therewith is overdue and no
presentment, dishonor or protest has occurred in connection therewith (subject
to normal reserves for uncollectible accounts receivables, as set forth in the
Debtors' financial statements).
4.3. The execution, delivery and performance by Debtors of this Security
Agreement will not result in any breach of the terms and conditions or
constitute a default under any agreement or instrument under which any Debtor is
a party or obligated.
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4.4. Debtors do not conduct business under any name other than that in
which each has executed this Security Agreement.
4.5. Each Debtor's Federal employer identification number is identified
below each Debtor's name on SCHEDULE 1.
4.6. Each Debtor's state organization number is identified below each
Debtor's name on SCHEDULE 1.
5. COVENANTS OF DEBTORS
5.1. Debtors shall not sell, transfer, assign or otherwise dispose of any
Collateral (except for licensing arrangements with respect to intellectual
property and related rights) or any interest therein and shall keep the
Collateral free of all security interests or other encumbrances except the
Security Interest. Although proceeds of Collateral are covered by this
Agreement, this shall not be construed to mean that Secured Party consents to
any sale of the Collateral.
5.2. Debtors shall keep and maintain the Collateral in good condition and
repair (ordinary wear and tear excepted) and shall not use the Collateral in
violation of any provision of this Security Agreement or any applicable statute,
ordinance or regulation or any policy of insurance insuring the Collateral.
5.3. Debtors shall provide and maintain insurance insuring the Collateral
against risks, with coverage in accordance with the Credit Agreement. At Secured
Party's request, Debtors shall deliver to Secured Party the original policies of
insurance containing endorsements naming Secured Party as a loss payee.
5.4. The Debtors will not sign or authorize the signing on their behalf or
the filing of any financing statement naming any Debtor as debtor covering all
or any portion of the Collateral.
5.5. Debtors, upon demand, shall promptly deliver to Secured Party copies
of all instruments, documents and chattel paper included in the Collateral and
copies of all invoices, shipping or delivery records, purchase orders, contracts
or other items related to the Collateral.
5.6. Each Debtor shall give Secured Party immediate written notice of any
change in the location of: (i) its chief executive office; (ii) its state of
organization; (iii) any material part of the Collateral; or (iv) its records
concerning the Collateral.
5.7. Debtors shall prevent any portion of the Collateral that is not a
fixture from being or becoming a fixture and shall prevent any portion of the
Collateral from being or becoming an accession to other goods that are not part
of the Collateral.
5.8. Secured Party or its agents may inspect the Collateral at reasonable
times and may enter into any premises where the Collateral is or may be located
upon reasonable advance notice and during normal business hours. Debtors shall
keep records concerning the Collateral in accordance with generally accepted
accounting principles, and if applicable and unless waived in writing by Secured
Party, shall place notations in the records and, when appropriate, upon the
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Collateral to indicate the Security Interest. Secured Party shall, after two (2)
business days advance notice, have free and complete access to each Debtor's
records and shall have the right to make extracts therefrom or copies thereof
during reasonable business hours.
5.9. Debtors, at their cost and expense, shall protect and defend this
Security Agreement, all of the rights of Secured Party hereunder, and the
Collateral against all claims and demands of other parties, including without
limitation defenses, setoffs, claims and counterclaims asserted by any Obligor
against any Debtor and/or Secured Party. Debtors shall pay all claims and
charges that in the reasonable opinion of Secured Party might prejudice, imperil
or otherwise affect the Collateral or the Security Interest. Debtors shall
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 might in any way affect or impair the terms of
this Security Agreement.
5.10. The Security Interest, at all times, shall be perfected and shall be
prior to any other interests in the Collateral, subject to any licensing
arrangements with repect to intellectual property and related rights. Debtors
shall act and perform as necessary and shall execute and file all security
agreements, financing statements, continuation statements and other documents
requested by Secured Party to establish, maintain and continue the perfected
Security Interest. Debtors, on demand, shall promptly pay all costs and expenses
of filing and recording, including the costs of any searches, deemed necessary
by Secured Party from time to time to establish and determine the validity and
the continuing priority of the Security Interest.
5.11. If any Debtor shall fail to pay any taxes, assessments, expenses or
charges, to keep all of the Collateral free from other security interests,
encumbrances or claims, to keep the Collateral in good condition and repair, to
procure and maintain insurance thereon, or to perform otherwise as required
herein, Secured Party may advance the monies necessary to pay the same, to
accomplish such repairs, to procure and maintain such insurance or to so
perform; Secured Party is hereby authorized to enter upon any property in the
possession or control of any Debtor for such purposes.
5.12. All rights, powers and remedies granted Secured Party herein, or
otherwise available to Secured Party, are for the sole benefit and protection of
Secured Party, and Secured Party may exercise any such right, power or remedy at
its option and in its sole and absolute discretion without any obligation to do
so. In addition, if under the terms hereof, Secured Party is given two or more
alternative courses of action, Secured Party may elect any alternative or
combination of alternatives at its option and in its sole and absolute
discretion. All monies advanced by Secured Party under the terms hereof and all
amounts paid, suffered or incurred by Secured Party in exercising any authority
granted herein, including reasonable attorneys' fees, shall be added to the
Obligation, shall be secured by the Security Interest, shall bear interest at
the highest rate payable on any of the Obligation until paid, and shall be due
and payable by Debtors to Secured Party immediately upon demand.
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6. NOTIFICATION AND PAYMENTS; COLLECTION OF COLLATERAL; USE OF COLLATERAL BY
DEBTORS
6.1. Secured Party, after the occurrence of any Event of Default, as
defined in the Credit Agreement, and at any time when such Event of Default is
continuing, and after notice to Debtors, may notify any or all Obligors of the
existence of the Security Interest and may direct the Obligors to make all
payments on the Collateral to Secured Party. Until Secured Party has notified
the Obligors to remit payments directly to it, Debtors, at their own cost and
expense, shall collect or cause to be collected the accounts and monies due
under the accounts, documents, instruments and general intangibles or pursuant
to the terms of the chattel paper. Secured Party shall not be liable or
responsible for any embezzlement, conversion, negligence or default by Debtors
or Debtors' agents with respect to such collections. Unless Secured Party
notifies Debtors in writing that it waives one or more of the requirements set
forth in this sentence, any payments or other proceeds of Collateral received by
Debtors, after notification to Obligors, shall be held by Debtors in trust for
Secured Party in the same form in which received, shall not be commingled with
any assets of Debtors and shall be turned over to Secured Party no later than
the next business day following the day of receipt. All payments and other
proceeds of Collateral received by Secured Party directly or from Debtors shall
be applied to the Obligation in such order and manner and at such time as
provided in the Credit Agreement. In addition, each Debtor shall promptly notify
Secured Party of the return to or possession by Debtor of goods underlying any
Collateral; Debtor shall hold the same in trust for Secured Party and shall
dispose of the same as Secured Party directs.
6.2. Secured Party, upon the occurrence of an Event of Default and at any
time when such Event of Default is continuing, and after notice to Debtors, may
demand, collect and xxx on the Collateral (either in Debtors' or Secured Party's
name), enforce, compromise, settle or discharge the Collateral and endorse
Debtors' name on any instruments, documents, or chattel paper included in or
pertaining to the Collateral; Debtors hereby irrevocably appoint Secured Party
their attorney in fact for all such purposes.
6.3. Except during the continuance of an Event of Default, Debtors may: (i)
use, consume and sell any inventory included in the Collateral in any lawful
manner in the ordinary course of each Debtor's business provided that all sales
shall be at commercially reasonable prices; and (ii) subject to Paragraphs 6.1
and 6.2 above, retain possession of any other Collateral and use it in any
lawful manner consistent with this Security Agreement.
7. COLLATERAL IN THE POSSESSION OF SECURED PARTY
7.1. Secured Party shall use such reasonable care in handling, preserving
and protecting the Collateral in its possession as it uses in handling similar
property for its own account. Secured Party, however, shall have no liability
for the loss, destruction or disappearance of any Collateral unless there is
affirmative proof of a lack of due care; the lack of due care shall not be
implied solely by virtue of any loss, destruction or disappearance.
7.2. Debtors shall be solely responsible for taking any and all actions to
preserve rights against all Obligors; Secured Party shall not be obligated to
take any such actions whether or not the Collateral is in Secured Party's
possession. Debtors waive presentment and protest with respect to any instrument
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included in the Collateral on which Debtors are in any way liable and waive
notice of any action taken by Secured Party with respect to any instrument,
document or chattel paper included in any Collateral that is in the possession
of Secured Party.
8. EVENTS OF DEFAULT; REMEDIES
8.1. The occurrence of any of the following events or conditions shall
constitute and is hereby defined to be an "EVENT OF DEFAULT":
(a) Any failure or neglect to perform or observe any of the
provisions, conditions, agreements, or covenants of this Security
Agreement, by any Debtor, and such failure or neglect either cannot be
remedied or, if it can be remedied, it continues unremedied for a period of
fifteen (15) days after written notice thereof to Debtors.
(b) Any warranty, representation or statement contained in this
Security Agreement shall be or shall prove to have been false in any
material respect when made or furnished.
(c) The occurrence of any default under the RLC Note or any Event of
Default under the Credit Agreement or any other document or instrument
executed or delivered in connection with the Obligation.
8.2. Upon the occurrence of any Event of Default and at any time while such
Event of Default is continuing, Secured Party shall have the following rights
and remedies and may do one or more of the following:
(a) Without further notice or demand and without legal process, take
possession of the Collateral wherever found and, for this purpose, enter
upon any property occupied by or in the control of Debtors. Debtors, upon
demand by Secured Party, shall assemble the Collateral and deliver it to
Secured Party or to a place designated by Secured Party that is reasonably
convenient to the parties.
(b) Operate the business of Debtors as a going concern, including,
without limitation, extend sales or services to new customers and advance
funds for such operation. Secured Party shall not be liable for any
depreciation, loss, damage or injury to the Collateral or other property of
Debtors as a result of such action. Debtors hereby waive any claim of
trespass or replevin arising as a result of such action.
(c) Pursue any legal or equitable remedy available to collect the
Obligation, to enforce its title in and right to possession of the
Collateral and to enforce any and all other rights or remedies available to
it.
(d) Upon obtaining possession of the Collateral or any part thereof,
after notice to Debtors as provided in Paragraph 8.4 herein, sell such
Collateral at public or private sale either with or without having such
Collateral at the place of sale. The proceeds of such sale, after deducting
therefrom all expenses of Secured Party in taking, storing, repairing and
selling the Collateral, including reasonable attorneys' fees, shall be
applied to the payment of the Obligation, and any surplus thereafter
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remaining shall be paid to any Debtor, which Secured Party in its
reasonable discretion deems appropriate, or to any other person that may be
legally entitled thereto. In the event of a deficiency between such net
proceeds from the sale of the Collateral and the total amount of the
Obligation, Debtors, upon demand, shall promptly pay the amount of such
deficiency to Secured Party. In the event of an excess between such net
proceeds from the sale of the Collateral and the total amount of the
Obligation, Secured party shall pay the amount of such excess to any Debtor
or any Person lawfully entitled thereto.
8.3. Secured Party, so far as may be lawful, may purchase all or any part
of the Collateral offered at any public or private sale made in the enforcement
of Secured Party's rights and remedies hereunder.
8.4. Any demand or notice of sale, disposition or other intended action
hereunder or in connection herewith, whether required by the Arizona Uniform
Commercial Code or otherwise, shall be deemed to be commercially reasonable and
effective if such demand or notice is given to Debtors at least fifteen (15)
days prior to such sale, disposition or other intended action, in the manner
provided herein for the giving of notices.
8.5. Debtors shall pay all costs and expenses, including without limitation
costs of Uniform Commercial Code searches, court costs and reasonable attorneys'
fees, incurred by Secured Party in enforcing payment and performance of the
Obligation or in exercising the rights and remedies of Secured Party hereunder.
All such costs and expenses shall be secured by this Security Agreement and by
all lien and security documents securing the Obligation. In the event of any
court proceedings, court costs and attorneys' fees shall be set by the court and
not by jury and shall be included in any judgment obtained by Secured Party.
8.6. In addition to any remedies provided herein for an Event of Default,
Secured Party shall have all the rights and remedies afforded a secured party
under the Uniform Commercial Code and all other legal and equitable remedies
allowed under applicable law. No failure on the part of Secured Party to
exercise any of its rights hereunder arising during any Event of Default shall
be construed to prejudice its rights upon the occurrence of any other or
subsequent Event of Default or continuance thereof. No delay on the part of
Secured Party in exercising any such rights shall be construed to preclude it
from the exercise thereof at any time while that Event of Default is continuing.
Secured Party may enforce any one or more rights or remedies hereunder
successively or concurrently. By accepting payment or performance of any of the
Obligation after its due date, Secured Party shall not thereby waive the
agreement contained herein that time is of the essence, nor shall Secured Party
waive either its right to require prompt payment or performance when due of the
remainder of the Obligation or its right to consider the failure to so pay or
perform an Event of Default.
8.7. Secured Party, shall have no obligation to clean-up or otherwise
prepare the Collateral for sale except that any such sale shall be conducted in
a commercially reasonable manner for sales of this type.
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9. MISCELLANEOUS PROVISIONS
9.1. The acceptance of this Security Agreement by Secured Party shall not
be considered a waiver of or in any way to affect or impair any other security
that Secured Party may have, acquire simultaneously herewith, or hereafter
acquire for the payment or performance of the Obligation, nor shall the taking
by Secured Party at any time of any such additional security be construed as a
waiver of or in any way to affect or impair the Security Interest; Secured Party
may resort, for the payment or performance of the Obligation, to its several
securities therefor in such order and manner as it may determine.
9.2. Without notice or demand, without affecting the obligations of Debtors
hereunder or the personal liability of any person for payment or performance of
the Obligation, and without affecting the Security Interest or the priority
thereof, Secured Party, from time to time, may: (i) extend the time for payment
of all or any part of the Obligation, accept a renewal note therefor, reduce the
payments thereon, release any person liable for all or any part thereof, or
otherwise change the terms of all or any part of the Obligation; (ii) take and
hold other security for the payment or performance of the Obligation and
enforce, exchange, substitute, subordinate, waive or release any such security;
(iii) join in any extension or subordination agreement; or (iv) release any part
of the Collateral from the Security Interest.
9.3. Debtors waive and agree not to assert: (i) any right to require
Secured Party to proceed against any Debtor, to proceed against or exhaust any
other security for the Obligation, to pursue any other remedy available to
Secured Party, or to pursue any remedy in any particular order or manner; (ii)
the benefits of any legal or equitable doctrine or principle of marshalling;
(iii) the benefits of any statute of limitations affecting the enforcement
hereof; (iv) demand, diligence, presentment for payment, protest and demand, and
notice of extension, dishonor, protest, demand and nonpayment, relating to the
Obligation; and (v) any benefit of, and any right to participate in, any other
security now or hereafter held by Secured Party.
9.4. The terms herein shall have the meanings in and be construed under the
Uniform Commercial Code. This Security Agreement shall be governed by and
construed in accordance with the substantive laws (other than conflict laws) of
the State of Arizona, except to the extent Secured Party has greater rights or
remedies under Federal law, whether as a national bank or otherwise, in which
case such choice of Arizona law shall not be deemed to deprive Secured Party of
any such rights and remedies as may be available under Federal law. Subject to
the provisions of Section 10.7 of the Credit Agreement, each party consents to
the personal jurisdiction and venue of the state courts located in Maricopa
County, State of Arizona in connection with any controversy related to this
Security Agreement, waives any argument that venue in any such forum is not
convenient and agrees that any litigation initiated by any of them in connection
with this Security Agreement shall be venued in the Superior Court of Maricopa
County, Arizona. The parties waive any right to trial by jury in any action or
proceeding based on or pertaining to this Security Agreement.
9.5. No modification, rescission, waiver, release or amendment of any
provision of this Security Agreement shall be made except by a written agreement
executed by Debtors and a duly authorized officer of Secured Party.
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9.6. This is a continuing Security Agreement which shall remain in full
force and effect until actual receipt by Secured Party of written notice of its
revocation as to future transactions and shall remain in full force and effect
thereafter until all of the Obligation incurred before the receipt of such
notice, and all of the Obligation incurred thereafter under commitments extended
by Secured Party before the receipt of such notice, shall have been paid and
performed in full.
9.7. No setoff or claim that Debtors now have or may in the future have
against Secured Party shall relieve Debtors from paying or performing the
Obligation.
9.8. Time is of the essence hereof. When used in the singular, Debtor shall
mean separately each Debtor whose name now or hereafter appears on SCHEDULE 1.
All liability hereunder shall be joint and several. This Security Agreement
shall be binding upon, and shall inure to the benefit of, the parties hereto and
their heirs, personal representatives, successors and assigns. The term "Secured
Party" shall include not only the original Secured Party hereunder but also any
future owner and holder, including pledgees, of note or notes evidencing the
Obligation. The provisions hereof shall apply to the parties according to the
context thereof and without regard to the number or gender of words or
expressions used.
9.9. All notices required or permitted to be given hereunder shall be given
in accordance with the provisions of the Credit Agreement.
9.10. A carbon, photographic or other reproduced copy of this Security
Agreement and/or any financing statement relating hereto shall be sufficient for
filing and/or recording as a financing statement.
9.11. If any provision of this Security Agreement conflicts with any
provision of the Credit Agreement, the provision of the Credit Agreement shall
control.
9.12. The capitalized terms used herein and not otherwise defined herein
shall have the same meanings as set forth in the Credit Agreement.
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IN WITNESS WHEREOF, these presents are executed as of the date indicated
above.
GLOBAL ENTERTAINMENT CORPORATION, a
Nevada corporation
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
WESTERN PROFESSIONAL HOCKEY LEAGUE
INC., a Texas corporation
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
INTERNATIONAL COLISEUMS COMPANY,
INC., a Nevada corporation
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
GLOBAL ENTERTAINMENT MARKETING
SYSTEMS, a Nevada corporation
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
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CRAGAR INDUSTRIES, INC., a Delaware
corporation
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
GLOBAL ENTERTAINMENT TICKETING, a
Nevada corporation
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
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SCHEDULE 1
Debtors
Debtors State of Organization ID Number
------- --------------------- ---------
a. Global Entertainment Corporation Nevada
b. Western Professional Hockey League, Inc. Texas
c. International Coliseums Company, Inc. Nevada
d. Global Entertainment Marketing Systems Nevada
e. Cragar Industries, Inc. Delaware
f. Global Entertainment Ticketing, Inc. Nevada
EXHIBIT A
Collateral
All of Debtors' right, title and interest in and to all Accounts (as
defined in the Arizona UCC), Chattel Paper (as defined in the Arizona UCC),
Documents (as defined in the Arizona UCC), Equipment (as defined in the Arizona
UCC), Fixtures (as defined in the Arizona UCC), General Intangibles (as defined
in the Arizona UCC) including, without limitation, trademarks and tradenames
(and all related applications and registrations) listed in EXHIBIT A hereto, all
Instruments (as defined in the Arizona UCC), Inventory (as defined in the
Arizona UCC), Investment Property (as defined in the Arizona UCC), Deposit
Accounts (as defined in the Arizona UCC), deposits, cash, letters of credit,
stock rights, commercial tort claims, payment intangibles and other deposits, it
being intended that the Collateral include all property of the Debtors other
than real property, wherever located in which the Debtors now have or hereafter
acquire any right or interest, and the proceeds, insurance proceeds and products
thereof, together with all books and records, customer lists, credit files,
computer files, programs, printouts and other computer materials and records
related thereto, together with (a) all policies or certificates of insurance
covering any of the foregoing property, and all awards, loss payments, proceeds
and premium refunds that may become payable with respect to such policies; (b)
all property of Debtors that is now or may hereafter be in the possession or
control of Secured Party in any capacity, including without limitation all
monies owed or that become owed by Secured Party to Debtors; and (c) all
proceeds of any of the foregoing property, whether due or to become due from any
sale, exchange or other disposition thereof, whether cash or non-cash in nature,
and whether represented by checks, drafts, notes or other instruments for the
payment of money, including, without limitation, all property, whether cash or
non-cash in nature, derived from tort, contractual or other claims arising in
connection with any of the foregoing property. All property described above is
hereinafter called the "COLLATERAL."
EXHIBIT A
(Continued)
TRADEMARKS AND TRADENAMES
TRADEMARKS
EXHIBIT A
(Continued)
TRADEMARK AND TRADENAMES
TRADENAMES
