SECURITY AGREEMENT
SECURITY AGREEMENT, dated as of December 28, 2000, made by CYNET, INC.,
a Texas corporation ("Borrower"), and each subsidiary of Borrower listed on the
signature pages hereof (Borrower and each such subsidiary being individually a
"Grantor" and collectively the "Grantors"), in favor of COMPAQ COMPUTER
CORPORATION, a Delaware corporation ("Lender").
W I T N E S S E T H :
WHEREAS, pursuant to that certain Loan Agreement dated as of December
28, 2000 between Borrower and Lender (as the same may from time to time be
amended, modified or supplemented, the "Loan Agreement"), Lender has agreed to
make Term Loans (as defined in the Loan Agreement) to Borrower (the Term Loans
being collectively referred to herein as the "Loans"); and
WHEREAS, Lender is willing to make the Loans but only upon the
condition, among others, that Grantor shall have executed and delivered to
Lender this Security Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and affirmed, the
parties hereto agree as follows:
1. DEFINED TERMS. Unless otherwise defined herein, terms defined in the
Loan Agreement are used herein as therein defined, and the following terms
shall have the following meanings (such meanings being equally applicable to
both the singular and plural forms of the terms defined):
"ACCOUNT DEBTOR" shall mean any "account debtor," as such term is
defined in section 9.105(1)(a) of the UCC.
"ACCOUNTS" shall mean any "account," as such term is defined in
section 9.106 of the UCC, now owned or hereafter acquired by any Grantor
and, in any event, shall include, without limitation, all accounts
receivable, book debts and other forms of obligations (other than forms
of obligations evidenced by Chattel Paper, Documents or Instruments) now
owned or hereafter received or acquired by or belonging or owing to any
Grantor (including, without limitation, under any trade names, styles or
divisions thereof) whether arising out of goods sold or services
rendered by such Grantor or from any other transaction, whether or not
the same involves the sale of goods or services by any Grantor
(including, without limitation, any such obligation which might be
characterized as an account or contract right under the UCC) and all of
any Grantor's rights in, to and under all purchase orders or receipts
now owned or hereafter acquired by it for goods or services, and all of
any Grantor's rights to any goods represented by any of the foregoing
(including, without limitation, unpaid seller's rights of rescission,
replevin, reclamation and stoppage in transit and rights to returned,
reclaimed or repossessed goods), and all moneys due or to become due to
any Grantor under all contracts for the sale of goods or the performance
of services or both by such Grantor (whether or not yet
earned by performance on the part of such Grantor or in connection with
any other transaction), now in existence or hereafter occurring,
including, without limitation, the right to receive the proceeds of said
purchase orders and contracts, and all collateral security and
guarantees of any kind given by any Person with respect to any of the
foregoing.
"CHATTEL PAPER" shall mean any "chattel paper," as such term is
defined in section 9.105(1)(b) of the UCC, now owned or hereafter
acquired by any Grantor.
"COLLATERAL" shall have the meaning assigned to such term in
Section 2 of this Security Agreement.
"CONTRACTS" shall mean all contracts, undertakings, or other
agreements (other than rights evidenced by Chattel Paper, Documents or
Instruments) in or under which any Grantor may now or hereafter have any
right, title or interest, including, without limitation, with respect to
an Account, any agreement relating to the terms of payment or the terms
of performance thereof.
"COPYRIGHTS" shall mean all of the following now or hereafter
acquired by any Grantor: (i) all copyrights, registrations and
applications therefor, (ii) all renewals and extensions thereof, (iii)
all income, royalties, damages and payments now and hereafter due or
payable or both with respect thereto, including, without limitation,
damages and payments for past or future infringements or
misappropriations thereof, (iv) all rights to xxx for past, present and
future infringements or misappropriations thereof, and (v) all other
rights corresponding thereto throughout the world.
"DOCUMENTS" shall mean any "documents," as such term is defined
in section 9.105(1)(f) of the UCC, now owned or hereafter acquired by
any Grantor.
"EQUIPMENT" shall mean any "equipment," as such term is defined
in section 9.109(2) of the UCC, now owned or hereafter acquired by any
Grantor and, in any event, shall include, without limitation, all
machinery, equipment, furnishings, fixtures, vehicles and computers and
other electronic data-processing and other office equipment now owned or
hereafter acquired by any Grantor and any and all additions,
substitutions and replacements of any of the foregoing, wherever
located, together with all attachments, components, parts, equipment and
accessories installed thereon or affixed thereto.
"GENERAL INTANGIBLES" shall mean any "general intangibles," as
such term is defined in section 9.106 of the UCC, now owned or hereafter
acquired by any Grantor and, in any event, shall include, without
limitation, all right, title and interest which any Grantor may now or
hereafter have in or under any Contract, all customer lists, Copyrights,
Trademarks, Patents, rights in intellectual property, Licenses, permits,
trade secrets, proprietary or confidential information, inventions
(whether patented or patentable or not) and technical information,
procedures, designs, knowledge, know-how, software, data bases, data,
skill, expertise, experience, processes, models, drawings, materials and
records now owned or hereafter acquired by any Grantor, goodwill and
rights of indemnification.
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"HEREBY," "HEREIN," "HEREOF," "HEREUNDER" and words of similar
import refer to this Security Agreement as a whole (including, without
limitation, any schedules hereto) and not merely to the specific
section, paragraph or clause in which the respective word appears.
"INSTRUMENTS" shall mean any "instrument," as such term is
defined in section 9.105(1)(i) of the UCC, now owned or hereafter
acquired by any Grantor, other than instruments that constitute, or are
a part of a group of writings that constitute, Chattel Paper.
"INTELLECTUAL PROPERTY COLLATERAL" shall mean all of the
Copyrights, Licenses, Patents, Trademarks and Trade Secrets as to which
Lender has been granted a security interest hereunder.
"INVENTORY" shall mean any "inventory," as such term is defined
in section 9.109(4) of the UCC, now owned or hereafter acquired by any
Grantor and, in any event, shall include, without limitation, all
inventory, merchandise, goods and other personal property now owned or
hereafter acquired by any Grantor which are held for sale or lease or
are furnished or are to be furnished under a contract of service or
which constitute raw materials, work in process or materials used or
consumed or to be used or consumed in any Grantor's business, or the
processing, packaging, delivery or shipping of the same, and all
finished goods.
"LICENSE" shall mean any Patent License, Trademark License or
other license as to which Lender has been granted a security interest
hereunder.
"PATENT LICENSE" shall mean all of the following now owned or
hereafter acquired by any Grantor: any written agreement granting any
right to practice any invention on which a Patent is in existence.
"PATENTS" shall mean all of the following now or hereafter owned
by any Grantor: (i) all patents and patent applications, (ii) all
inventions and improvements described and claimed therein, (iii) all
reissues, divisions, continuations, renewals, extensions and
continuations-in-part thereof, (iv) all income, royalties, damages and
payments now and hereafter due and/or payable to such Company with
respect thereto, including, without limitation, damages and payments for
past or future infringements or misappropriations thereof, (v) all
rights to xxx for past, present and future infringements or
misappropriations thereof, and (vi) all other rights corresponding
thereto throughout the world.
"PERMITTED LIENS" shall mean Liens permitted by Section 6.2 of
the Loan Agreement to be existing as of the date hereof or to be created
hereafter.
"PROCEEDS" shall mean "proceeds," as such term is defined in
section 9.306(1) of the UCC and, in any event, shall include, without
limitation, (i) any and all proceeds of any insurance, indemnity,
warranty or guaranty payable to any Grantor from time to time with
respect to any of the Collateral, (ii) any and all payments (in any form
whatsoever)
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made or due and payable to any Grantor from time to time in connection
with any requisition, confiscation, condemnation, seizure or forfeiture
of all or any part of the Collateral by any governmental body,
authority, bureau or agency (or any person acting under color of
governmental authority), (iii) any claim of any Grantor against third
parties (A) for past, present or future infringement of any Patent or
Patent License or (B) for past, present or future infringement or
dilution of any Trademark or Trademark License or for injury to the
goodwill associated with any Trademark, Trademark registration or
Trademark licensed under any Trademark License and (iv) any and all
other amounts from time to time paid or payable under or in connection
with any of the Collateral.
"SECURED OBLIGATIONS" shall mean (i) all of the unpaid principal
amount of, and accrued interest on, the Notes, (ii) all prepayment,
Commitment and other fees owing by Borrower under the Loan Agreement to
Lender and (iii) all other Indebtedness, liabilities and obligations of
any Loan Party to Lender, whether now existing or hereafter incurred,
and whether created under, arising out of or in connection with the Loan
Agreement, this Security Agreement, any of the other Loan Documents or
otherwise.
"SECURITY AGREEMENT" shall mean this Security Agreement, as the
same may from time to time be amended, modified or supplemented and
shall refer to this Security Agreement as in effect of the date such
reference becomes operative.
"TRADE SECRETS" shall mean trade secrets, along with any and all
(i) income, royalties, damages and payments now and hereafter due and/or
payable to any Grantor with respect thereto, including, without
limitation, damages and payments for past or future infringements or
misapproppriations thereof, (ii) rights to xxx for past, present and
future infringements or misappropriations thereof, and (iii) all other
rights corresponding thereto throughout the world.
"TRADEMARK LICENSE" shall mean all of the following now owned or
hereafter acquired by any Grantor: any written agreement granting any
right to use any Trademark or Trademark registration.
"TRADEMARKS" shall mean all of the following now owned or
hereafter acquired by any Grantor: (i) all trademarks (including service
marks and trade names, whether registered or at common law),
registrations and applications therefor, and the entire product lines
and goodwill of such Grantor's business connected therewith and
symbolized thereby, (ii) all renewals thereof, (iii) all income,
royalties, damages and payments now and hereafter due or payable or both
with respect thereto, including, without limitation, damages and
payments for past or future infringements or misappropriations thereof,
(iv) all rights to xxx for past, present and future infringements or
misappropriations thereof, and (v) all other rights corresponding
thereto throughout the world.
"UCC" shall mean the Uniform Commercial Code as the same may,
from time to time, be in effect in the State of Texas; PROVIDED,
HOWEVER, in the event that, by reason of mandatory provisions of law,
any or all of the attachment, perfection or priority of
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Lender's security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of
Texas, the term "UCC" shall mean the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof
relating to such attachment, perfection or priority and for purposes of
definitions related to such provisions.
2. GRANT OF SECURITY INTEREST. (a) As collateral security for
the prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of all the Secured Obligations and to
induce Lender to enter into the Loan Agreement and to make the Loans in
accordance with the terms thereof, each Grantor hereby assigns, conveys,
mortgages, pledges, hypothecates and transfers to Lender, and hereby grants to
Lender, a security interest in, all of such Grantor's right, title and interest
in, to and under the following (all of which being hereinafter collectively
called the "Collateral"):
(i) all Accounts of such Grantor, other than accounts receivable
of the Borrower that are factored from time to time by Xxxxxx Venture
Partners, Inc. pursuant to the Factoring Agreement and Security
Agreement dated August 7, 1998 (the "Encumbered Accounts Receivable");
(ii) all Chattel Paper of such Grantor;
(iii) all Contracts of such Grantor;
(iv) all Copyrights of such Grantor;
(v) all Documents of such Grantor;
(vi) all Equipment of such Grantor;
(vii) all General Intangibles of such Grantor;
(viii) all Instruments of such Grantor;
(ix) all Inventory of such Grantor;
(x) all Patent Licenses of such Grantor;
(xi) all Trade Secrets of such Grantor;
(xii) all Trademark Licenses of such Grantor;
(xiii) all other goods and personal property of such Grantor
whether tangible or intangible or whether now owned or hereafter
acquired by such Grantor and wherever located; and
(xiv) to the extent not otherwise included, all Proceeds of each
of the foregoing and all accessions to, substitutions and replacements
for, and rents, profits and product of each of the foregoing.
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(b) In addition, as collateral security for the prompt and
complete payment when due of the Secured Obligations and in order to induce
Lender as aforesaid, Lender is hereby granted a lien and security interest in
all property of each Grantor held by Lender, including, without limitation, all
property of every description, now or hereafter in the possession or custody of
or in transit to Lender for any purpose, including safekeeping, collection or
pledge, for the account of such Grantor, or as to which such Grantor may have
any right or power.
3. RIGHTS OF LENDER; LIMITATIONS ON LENDER'S OBLIGATIONS. (a) It
is expressly agreed by each Grantor that, anything herein to the contrary
notwithstanding, such Grantor shall remain liable under each of its Contracts
and each of its Licenses to observe and perform all the conditions and
obligations to be observed and performed by it thereunder and each Grantor shall
perform all of its duties and obligations thereunder, all in accordance with and
pursuant to the terms and provisions of each such Contract or License. Lender
shall not have any obligation or liability under any Contract or License by
reason of or arising out of this Security Agreement or the granting to Lender of
a security interest therein or the receipt by Lender of any payment relating to
any Contract or License pursuant hereto, nor shall Lender be required or
obligated in any manner to perform or fulfill any of the obligations of any
Grantor under or pursuant to any Contract or License, or to make any payment, or
to make any inquiry as to the nature or the sufficiency of any payment received
by it or the sufficiency of any performance by any party under any Contract or
License, or to present or file any claim, or to take any action to collect or
enforce any performance or the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.
(b) Lender authorizes each Grantor to collect its Accounts
provided that such collection is performed in a prudent and businesslike manner,
and Lender may, upon the occurrence and during the continuation of any Default
or Event of Default and without notice, limit or terminate said authority at any
time. If required by the Lender at any time during the continuation of any
Default or Event of Default, any Proceeds, when first collected by any Grantor,
received in payment of any such Account or in payment for any of its Inventory
or on account of any of its Contracts, shall be promptly deposited by such
Grantor in precisely the form received (with all necessary endorsements) in a
special bank account maintained by Lender subject to withdrawal by Lender only,
as hereinafter provided, and until so turned over shall be deemed to be held in
trust by such Grantor for and as Lender's property and shall not be commingled
with such Grantor's other funds or properties. Such Proceeds, when deposited,
shall continue to be collateral security for all of the Secured Obligations and
shall not constitute payment thereof until applied as hereinafter provided.
Lender shall apply all or a part of the funds on deposit in said special account
to the principal of or interest on or both in respect of any of the Secured
Obligations in accordance with the provisions of Section 8(d) hereof and any
part of such funds which Lender elects not so to apply and deems not required as
collateral security for the Secured Obligations shall be paid over from time to
time by Lender to such Grantor. If a Default or an Event of Default has occurred
and is continuing, at the request of Lender such Grantor shall deliver to the
Lender all original and other documents evidencing, and relating to, the sale
and delivery of such Inventory or the performance of labor or service which
created such Accounts, including, without limitation, all original orders,
invoices and shipping receipts; and, prior to the occurrence of a Default or an
Event of Default such Grantor shall deliver photocopies thereof to Lender at its
request.
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(c) Lender may at any time, upon the occurrence and during the
continuation of any Default or Event of Default (whether or not waived), after
first notifying each Grantor of its intention to do so, notify Account Debtors
of such Grantor, parties to the Contracts of such Grantor, obligors of
Instruments of such Grantor and obligors in respect of Chattel Paper of such
Grantor, other than, in any case, with respect to Encumbered Accounts
Receivable, that the Accounts (excluding the Encumbered Accounts Receivable) and
the right, title and interest of such Grantor in and under such Contracts, such
Instruments and such Chattel Paper have been assigned to Lender and that
payments shall be made directly to Lender. Upon the request of Lender, such
Grantor will so notify such Account Debtors, parties to such Contracts, obligors
of such Instruments and obligors in respect of such Chattel Paper, other than,
in any case, with respect to Encumbered Accounts Receivable. Upon the occurrence
and during the continuation of a Default or an Event of Default (whether or not
waived) Lender may in its own name or in the name of others communicate with
such Account Debtors, parties to such Contracts, obligors of such Instruments
and obligors in respect of such Chattel Paper to verify with such Persons to
Lender's satisfaction the existence, amount and terms of any such Accounts,
Contracts, Instruments or Chattel Paper, other than, in any case, with respect
to Encumbered Accounts Receivable.
(d) Upon reasonable prior notice to each Grantor (unless a
Default or an Event of Default has occurred and is continuing, in which case no
notice is necessary), Lender shall have the right to make test verifications of
the Accounts (other than Encumbered Accounts Receivable) and physical
verifications of the Inventory in any manner and through any medium that it
considers advisable, and such Grantor agrees to furnish all such assistance and
information as Lender may require in connection therewith. Each Grantor at its
expense will cause certified independent public accountants satisfactory to
Lender to prepare and deliver to Lender at any time and from time to time
promptly upon Lender's request, the following reports: (i) a reconciliation of
all its Accounts (other than Encumbered Accounts Receivable), (ii) an aging of
all its Accounts (other than Encumbered Accounts Receivable), (iii) trial
balances, and (iv) a test verification of such Accounts (other than Encumbered
Accounts Receivable) as Lender may request. Such Grantor at its expense will
cause certified independent public accountants satisfactory to Lender to prepare
and deliver to Lender the results of the annual physical verification of its
Inventory made or observed by such accountants.
4. REPRESENTATIONS AND WARRANTIES. Each Grantor hereby
represents and warrants that:
(a) Except for the security interest granted to Lender pursuant
to this Security Agreement and other Permitted Liens (including the
first priority security interest granted in the Encumbered Accounts
Receivable), such Grantor is the sole owner of each item of the
Collateral in which it purports to grant a security interest hereunder,
having good and marketable title thereto, free and clear of any and all
Liens. No material amounts payable under or in connection with any of
its Accounts (other than the Encumbered Accounts Receivable) or
Contracts are evidenced by Instruments which have not been delivered to
Lender.
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(b) No effective security agreement, financing statement,
equivalent security or lien instrument or continuation statement
covering all or any part of the Collateral is on file or of record in
any public office, except such as may have been filed by such Grantor in
favor of Lender pursuant to this Security Agreement or such as relate to
other Permitted Liens.
(c) Appropriate financing statements having been filed in the
jurisdictions listed on Schedule I hereto, this Security Agreement is
effective to create a valid and continuing first priority lien on and
first priority perfected security interest in the Collateral with
respect to which a security interest may be perfected by filing pursuant
to the UCC, or by filing in the United States Patent and Trademark
Office, in favor of Lender, prior to all other Liens, except Permitted
Liens (other than the Lien granted to Lender under this Security
Agreement), and is enforceable as such as against creditors of and
purchasers from such Grantor (other than purchasers of Inventory in the
ordinary course of business) and as against any purchaser of real
property where any of the Equipment is located and any present or future
creditor obtaining a Lien on such real property. All action necessary or
desirable to protect and perfect such security interest in each item of
the Collateral has been duly taken.
(d) Such Grantor's principal place of business and the place
where its records concerning the Collateral are kept and the location of
its Inventory and Equipment set forth on Schedule II hereto, and such
Grantor will not change such principal place of business or remove such
records or change the location of its Inventory and Equipment unless it
has taken such action as is necessary to cause the security interest of
Lender in the Collateral to continue to be perfected. Such Grantor will
not change its principal place of business or the place where its
records concerning the Collateral are kept or change the location of its
Inventory and Equipment without giving thirty (30) days' prior written
notice thereof to Lender.
(e) The amount represented by such Grantor to Lender from time to
time as owing by each Account Debtor or by all Account Debtors in
respect of the Accounts of such Grantor will at such time be the correct
amount actually and unconditionally owing by such Account Debtors
thereunder.
5. COVENANTS. Each Grantor covenants and agrees with Lender that
from and after the date of this Security Agreement and until the Secured
Obligations are fully satisfied:
(a) FURTHER DOCUMENTATION; PLEDGE OF INSTRUMENTS. At any time and
from time to time, upon the written request of Lender, and at the sole
expense of such Grantor, such Grantor will promptly and duly execute and
deliver any and all such further instruments and documents and take such
further action as Lender may reasonably deem desirable to obtain the
full benefits of this Security Agreement and of the rights and powers
herein granted, including, without limitation, using their best efforts
to secure all consents and approvals necessary or appropriate for the
assignment to Lender of any License or Contract held by such Grantor or
in which such Grantor has any rights not heretofore assigned, the filing
of any financing or continuation statements under the UCC
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with respect to the liens and security interests granted hereby,
transferring Collateral to the Lender's possession (if a security
interest in such Collateral can be perfected by possession), placing the
interest of Lender as lienholder on the certificate of title of any
vehicle and using its best efforts to obtain waivers of liens from
landlords and mortgagees. Such Grantor also hereby authorizes Lender to
file any such financing or continuation statement without the signature
of such Grantor to the extent permitted by applicable law. If any amount
payable under or in connection with any of the Collateral shall be or
become evidenced by any Instrument, such Instrument shall be immediately
pledged to Lender hereunder, and shall be duly endorsed in a manner
satisfactory to Lender and delivered to Lender.
(b) MAINTENANCE OF RECORDS. Such Grantor will keep and maintain
at its own cost and expense satisfactory and complete records of the
Collateral, including, without limitation, a record of all payments
received and all credits granted with respect to the Collateral and all
other dealings with the Collateral. Such Grantor will xxxx its books and
records pertaining to the Collateral to evidence this Security Agreement
and the security interests granted hereby. All Chattel Paper will be
marked with the following legend: "This writing and the obligations
evidenced or secured hereby are subject to the security interest of
Compaq Computer Corporation". If requested by Lender, the security
interest of the Lender shall be noted on the certificate of title of
each vehicle. For Lender's further security, such Grantor agrees that
Lender shall have a special property interest in all of such Grantor's
books and records pertaining to the Collateral and, upon the occurrence
and during the continuation of any Default or Event of Default, such
Grantor shall deliver and turn over any such books and records to Lender
or to its representatives at any time on demand of Lender. Prior to the
occurrence of a Default or an Event of Default and upon reasonable
notice from Lender, such Grantor shall permit any representative of
Lender to inspect such books and records and will provide photocopies
thereof to Lender.
(c) INDEMNIFICATION. In any suit, proceeding or action brought by
Lender relating to any Account, Chattel Paper, Contract, General
Intangible or Instrument for any sum owing thereunder, or to enforce any
provision of any Account, Chattel Paper, Contract, General Intangible or
Instrument, such Grantor will save, indemnify and keep Lender harmless
from and against all expense, loss or damage suffered by reason of any
defense, setoff, counterclaim, recoupment or reduction of liability
whatsoever of the obligor thereunder, arising out of a breach by such
Grantor of any obligation thereunder or arising out of any other
agreement, indebtedness or liability at any time owing to, or in favor
of, such obligor or its successors from such Grantor, and all such
obligations of such Grantor shall be and remain enforceable against and
only against such Grantor and shall not be enforceable against Lender.
(d) COMPLIANCE WITH LAWS, etc. Such Grantor will comply, in all
material respects, with all acts, rules, regulations, orders, decrees
and directions of any governmental authority, applicable to the
Collateral or any part thereof or to the operation of such Grantor's
business; PROVIDED, HOWEVER, that such Grantor may contest any act,
regulation, order, decree or direction in any reasonable manner which
shall not in the sole
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opinion of Lender adversely affect Lender's rights hereunder or
adversely affect the first priority of its security interest in the
Collateral.
(e) PAYMENT OF OBLIGATIONS. Such Grantor will pay promptly when
due all taxes, assessments and governmental charges or levies imposed
upon the Collateral or in respect of its income or profits therefrom and
all claims of any kind (including, without limitation, claims for labor,
materials and supplies), except that no such charge need be paid if (i)
such nonpayment does not involve any danger of the sale, forfeiture or
loss of any of the Collateral or any interest therein, and (ii) such
charge is adequately reserved against in accordance with and to the
extent required by GAAP.
(f) COMPLIANCE WITH TERMS OF ACCOUNTS, etc. In all material
respects, such Grantor will perform and comply with all obligations in
respect of Accounts, Chattel Paper, Contracts and Licenses and all other
agreements to which it is a party or by which it is bound.
(g) LIMITATION ON LIENS ON COLLATERAL. Such Grantor will not
create, permit or suffer to exist, and will defend the Collateral
against and take such other action as is necessary to remove, any Lien
on the Collateral except Permitted Liens, and will defend the right,
title and interest of Lender in and to any of such Grantor's rights
under the Chattel Paper, Contracts, Documents, General Intangibles and
Instruments and to the Equipment and Inventory and in and to the
Proceeds thereof against the claims and demands of all Persons
whomsoever.
(h) LIMITATIONS ON MODIFICATIONS OF ACCOUNTS. Upon the occurrence
and during the continuation of any Default or Event of Default, such
Grantor will not, without Lender's prior written consent, grant any
extension of the time of payment of any of the Accounts (other than
Encumbered Accounts Receivable), Chattel Paper or Instruments,
compromise, compound or settle the same for less than the full amount
thereof, release, wholly or partly, any Person liable for the payment
thereof, or allow any credit or discount whatsoever thereon other than
trade discounts granted in the ordinary course of business of such
Grantor.
(i) MAINTENANCE OF INSURANCE. Such Grantor will maintain, with
financially sound and reputable companies, insurance policies (i)
insuring its Inventory and Equipment against loss by fire, explosion,
theft and such other casualties as are usually insured against by
companies engaged in the same or similar businesses and (ii) insuring
such Grantor and Lender against liability for personal injury and
property damage relating to such Inventory and Equipment, such policies
to be in such amounts and against at least such risks as are usually
insured against in the same general area by companies engaged in the
same or a similar business, naming Lender as an additional insured with
losses payable to such Grantor and Lender as their respective interests
may appear under a standard "lender loss-payable" clause. Such Grantor
shall, if so requested by Lender, deliver to Lender as often as Lender
may reasonably request a report of a reputable insurance broker
satisfactory to Lender with respect to the insurance on its Inventory
and Equipment. All insurance with respect to the Inventory and Equipment
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shall (i) contain a clause which provides that Lender's interest under
the policy will not be invalidated by any act or omission of, or any
breach of warranty by, the insured, or by any change in the title,
ownership or possession of the insured property, or by the use of the
property for purposes more hazardous than is permitted in the policy,
and (ii) provide that no cancellation, reduction in amount or change in
coverage thereof shall be effective until at least ten (10) days after
receipt by Lender of written notice thereof.
(j) LIMITATIONS ON DISPOSITION. Such Grantor will not sell,
lease, transfer or otherwise dispose of any of the Collateral, or
attempt or contract to do so except as permitted by Section 6.5 of the
Loan Agreement and except for sales of Inventory in the ordinary course
of business.
(k) FURTHER IDENTIFICATION OF COLLATERAL. Such Grantor will if so
requested by Lender furnish to Lender, as often as Lender reasonably
requests, statements and schedules further identifying and describing
the Collateral and such other reports in connection with the Collateral
as Lender may reasonably request, all in reasonable detail.
(l) NOTICES. Such Grantor will advise Lender promptly, in
reasonable detail, (i) of any material lien, security interest,
encumbrance or claim made or asserted against any of the Collateral,
(ii) of any material change in the composition of the Collateral, and
(iii) of the occurrence of any other event which would have a material
adverse effect on the aggregate value of the Collateral or on the
security interests created hereunder.
(m) RIGHT OF INSPECTION. Upon reasonable notice to such Grantor
(unless a Default or an Event of Default has occurred and is continuing,
in which case no notice is necessary), Lender shall at all times have
full and free access during normal business hours to all the books and
records and correspondence of such Grantor, and Lender or its
representatives may examine the same, take extracts therefrom and make
photocopies thereof, and such Grantor agrees to render to Lender, at
such Grantor's cost and expense, such clerical and other assistance as
may be reasonably requested with regard thereto. Upon reasonable notice
to such Grantor (unless a Default or an Event of Default has occurred
and is continuing, in which case no notice is necessary), Lender and its
representatives shall also have the right to enter into and upon any
premises where any of the Equipment or Inventory is located for the
purpose of inspecting the same, observing its use or otherwise
protecting its interests therein.
(n) MAINTENANCE OF EQUIPMENT. Such Grantor will keep and maintain
the Equipment in good operating condition sufficient for the
continuation of the business conducted by such Grantor on a basis
consistent with past practices, and such Grantor will provide all
maintenance and service and all repairs necessary for such purpose.
(o) CONTINUOUS PERFECTION. Such Grantor will not change its name,
identity or corporate structure in any manner which might make any
financing or continuation statement filed in connection herewith
seriously misleading within the meaning of section 9.402(7) of the UCC
(or any other then applicable provision of the UCC) unless such Grantor
shall have given Lender at least thirty (30) days' prior written notice
thereof and
11
shall have taken all action (or made arrangements to take such action
substantially simultaneously with such change if it is impossible to
take such action in advance) necessary or reasonably requested by Lender
to amend such financing statement or continuation statement so that it
is not seriously misleading.
(p) COVENANTS REGARDING INTELLECTUAL PROPERTYCOLLATERAL.
(i) Such Grantor shall notify Lender immediately if it
knows or has reason to know that any application or registration
relating to any Trademark which is material to the conduct of
such Grantor's business may become abandoned or dedicated, or of
any adverse determination or development (including, without
limitation, the institution of, or any such determination or
development in, any proceeding in the United States Patent and
Trademark Office or any court) regarding such Grantor's
ownership of any Trademark which is material to the conduct of
such Grantor's business, its right to register the same, or to
keep and maintain the same.
(ii) In no event shall such Grantor, either itself or
through any agent, employee, licensee or designee, file an
application for the registration of any Trademark with the
United States Patent or Trademark Office or any similar office
or agency in any other country or any political subdivision
thereof, unless it promptly informs Lender, and, upon request of
Lender, executes and delivers any and all agreements,
instruments, documents, and papers as Lender may request to
evidence Lender's security interest in such Trademark and the
General Intangibles, including, without limitation, the goodwill
of such Grantor, relating thereto or represented thereby.
(iii) Such Grantor will take all necessary and
appropriate actions, including, without limitation, in any
proceeding before the United States Patent and Trademark Office,
to maintain and pursue each application (and to obtain the
relevant registration) and to maintain each registration of the
Trademarks which are material to the conduct of such Grantor's
business, including, without limitation, filing of applications
for renewal, affidavits of use, affidavits of incontestability
and opposition cancellation proceedings.
(iv) In the event that any of the Intellectual Property
Collateral is infringed, misappropriated or diluted by a third
party, such Grantor shall notify Lender promptly after it learns
thereof and shall, unless such Grantor shall reasonably
determine that such Intellectual Property Collateral is not
material to the conduct of such Grantor's business, promptly xxx
for infringement, misappropriation or dilution and to recover
any and all damages for such infringement, misappropriation or
dilution, and take such other actions as such Grantor shall
reasonably deem appropriate under the circumstances to protect
such Intellectual Property Collateral.
12
6. LENDER'S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Each Grantor
hereby irrevocably constitutes and appoints Lender and any officer or agent
thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of such Grantor and in the name of such Grantor or in its own name, from
time to time in Lender's discretion, for the purpose of carrying out the terms
of this Security Agreement, to take any and all appropriate action and to
execute and deliver any and all documents and instruments which may be necessary
or desirable to accomplish the purposes of this Security Agreement and, without
limiting the generality of the foregoing, hereby gives Lender the power and
right, on behalf of such Grantor, without notice to or assent by such Grantor to
do the following:
(i) to ask, demand, collect, receive and give
acquittances and receipts for any and all moneys due and to
become due under any Collateral and, in the name of such Grantor
or its own name or otherwise, to take possession of and endorse
and collect any checks, drafts, notes, acceptances or other
Instruments for the payment of moneys due under any Collateral
and to file any claim or to take any other action or proceeding
in any court of law or equity or otherwise deemed appropriate by
Lender for the purpose of collecting any and all such moneys due
under any Collateral whenever payable and to file any claim or
to take any other action or proceeding in any court of law or
equity or otherwise deemed appropriate by Lender for the purpose
of collecting any and all such moneys due under any Collateral
whenever payable;
(ii) to pay or discharge taxes, liens, security
interests or other encumbrances levied or placed on or
threatened against the Collateral, to effect any repairs or any
insurance called for by the terms of this Security Agreement and
to pay all or any part of the premiums therefor and the costs
thereof; and
(iii) (A) to direct any party liable for any payment
under any of the Collateral to make payment of any and all
moneys due, and to become due thereunder, directly to Lender or
as Lender shall direct; (B) to receive payment of and receipt
for any and all moneys, claims and other amounts due, and to
become due at any time, in respect of or arising out of any
Collateral; (C) to sign and indorse any invoices, freight or
express bills, bills of lading, storage or warehouse receipts,
drafts against debtors, assignments, verifications and notices
in connection with accounts and other Documents constituting or
relating to the Collateral; (D) to commence and prosecute any
suits, actions or proceedings at law or in equity in any court
of competent jurisdiction to collect the Collateral or any part
thereof and to enforce any other right in respect of any
Collateral; (E) to defend any suit, action or proceeding brought
against such Grantor with respect to any Collateral; (F) to
settle, compromise or adjust any suit, action or proceeding
described above and, in connection therewith, to give such
discharges or releases as Lender may deem appropriate; (G) to
license or, to the extent permitted by an applicable license,
sublicense, whether general, special or otherwise, and whether
on an exclusive or non-exclusive basis, any Copyright, Patent or
Trademark, throughout the world for such term or terms, on such
conditions, and in such
13
manner, as Lender shall in its sole discretion determine; and
(H) generally to sell, transfer, pledge, make any agreement with
respect to or otherwise deal with any of the Collateral as fully
and completely as though Lender were the absolute owner thereof
for all purposes, and to do, at Lender's option and such
Grantor's expense, at any time, or from time to time, all acts
and things which Lender reasonably deems necessary to protect,
preserve or realize upon the Collateral and Lender's Lien
therein, in order to effect the intent of this Security
Agreement, all as fully and effectively as such Grantor might
do.
(b) Lender agrees that, except upon the occurrence and during the
continuation of a Default or an Event of Default, it will forebear from
exercising the power of attorney or any rights granted to Lender pursuant to
this Section 6. Each Grantor hereby ratifies, to the extent permitted by law,
all that said attorneys shall lawfully do or cause to be done by virtue hereof.
The power of attorney granted pursuant to this Section 6 is a power coupled with
an interest and shall be irrevocable until the Secured Obligations are
indefeasibly paid in full.
(c) The powers conferred on Lender hereunder are solely to
protect Lender's interests in the Collateral and shall not impose any duty upon
it to exercise any such powers. Lender shall be accountable only for amounts
that it actually receives as a result of the exercise of such powers and neither
it nor any of its officers, directors, employees or agents shall be responsible
to any Grantor for any act or failure to act, except for its own gross
negligence or willful misconduct.
(d) Each Grantor also authorizes Lender, at any time and from
time to time upon the occurrence and during the continuation of any Default or
Event of Default, (i) to communicate in its own name with any party to any
Contract with regard to the assignment of the right, title and interest of such
Grantor in and under the Contracts hereunder and other matters relating thereto
and (ii) to execute, in connection with the sale provided for in Section 8
hereof, any endorsements, assignments or other instruments of conveyance or
transfer with respect to the Collateral.
7. PERFORMANCE BY LENDER OF GRANTORS' OBLIGATIONS. If any
Grantor fails to perform or comply with any of its agreements contained herein
and Lender, as provided for by the terms of this Security Agreement, shall
itself perform or comply, or otherwise cause performance or compliance, with
such agreement, the reasonable expenses of Lender incurred in connection with
such performance or compliance, together with interest thereon at the rate then
in effect in respect of the Loans, shall be payable by such Grantor to Lender on
demand and shall constitute Secured Obligations secured hereby.
8. REMEDIES, RIGHTS UPON DEFAULT. (a) If any Default or Event of
Default shall occur and be continuing, Lender may exercise in addition to all
other rights and remedies granted to it in this Security Agreement and in any
other instrument or agreement securing, evidencing or relating to the Secured
Obligations, all rights and remedies of a secured party under the UCC. Without
limiting the generality of the foregoing, each Grantor expressly agrees that in
any such event Lender, without demand of performance or other demand,
advertisement or notice of any kind (except the notice specified below of time
and place of public or private
14
sale) to or upon such Grantor or any other person (all and each of which
demands, advertisements and/or notices are hereby expressly waived to the
maximum extent permitted by the UCC and other applicable law), may forthwith
collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, lease, assign, give an option or options to
purchase, or sell or otherwise dispose of and deliver said Collateral (or
contract to do so), or any part thereof, in one or more parcels at public or
private sale or sales, at any exchange or broker's board or at any of Lender's
offices or elsewhere at such prices as it may deem best, for cash or on credit
or for future delivery without assumption of any credit risk. Lender shall have
the right upon any such public sale or sales, and, to the extent permitted by
law, upon any such private sale or sales, to purchase the whole or any part of
said Collateral so sold, free of any right or equity of redemption, which equity
of redemption such Grantor hereby releases. Each Grantor further agrees, at
Lender's request, to assemble the Collateral and make it available to Lender at
places which Lender shall reasonably select, whether at such Grantor's premises
or elsewhere. The Lender shall apply the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, as provided in Section
8(d) hereof, such Grantor remaining liable for any deficiency remaining unpaid
after such application, and only after so paying over such net proceeds and
after the payment by Lender of any other amount required by any provision of
law, including section 9.504(1)(c) of the UCC, need Lender account for the
surplus, if any, to such Grantor. To the maximum extent permitted by applicable
law, each Grantor waives all claims, damages, and demands against Lender arising
out of the repossession, retention or sale of the Collateral except such as
arise out of the gross negligence or wilful misconduct of Lender. Each Grantor
agrees that the Lender need not give more than ten (10) days' notice (which
notification shall be deemed given when mailed or delivered on an overnight
basis, postage prepaid, addressed to such Grantor at its address referred to in
Section 11 hereof) of the time and place of any public sale or of the time after
which a private sale may take place and that such notice is reasonable
notification of such matters. Each Grantor shall remain liable for any
deficiency if the proceeds of any sale or disposition of the Collateral are
insufficient to pay all amounts to which Lender is entitled, such Grantor also
being liable for the fees of any attorneys employed by Lender to collect such
deficiency.
(b) Each Grantor also agrees to pay all costs of Lender,
including, without limitation, reasonable attorneys' fees, incurred in
connection with the enforcement of any of its rights and remedies hereunder.
(c) Each Grantor hereby waives presentment, demand, protest or
any notice (to the maximum extent permitted by applicable law) of any kind in
connection with this Security Agreement or any Collateral.
(d) The Proceeds of any sale, disposition or other realization
upon all or any part of the Collateral shall be distributed by Lender in the
following order of priorities:
FIRST, to Lender in an amount sufficient to pay in full the
expenses of Lender in connection with such sale, disposition or other
realization, including all expenses, liabilities and advances incurred
or made by Lender in connection therewith, including, without
limitation, attorney's fees;
15
SECOND, to Lender in an amount equal to the then unpaid
principal of and accrued interest and prepayment premiums, if any, on
the Secured Obligations;
THIRD, to Lender in an amount equal to any other Secured
Obligations which are then unpaid; and
FINALLY, upon payment in full of all of the Secured Obligations,
to pay to the Grantor, or its representative or as a court of competent
jurisdiction may direct, any surplus then remaining from such Proceeds.
9. GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL. For
the purpose of enabling Lender to exercise rights and remedies under Section 8
hereof at such time as Lender, without regard to this Section 9, shall be
lawfully entitled to exercise such rights and remedies, each Grantor hereby
grants to Lender an irrevocable, non-exclusive license (exercisable without
payment of royalty or other compensation to any Grantor) to use, license or
sublicense any Copyright, Patent, Trade Secret or Trademark, now owned or
hereafter acquired by such Grantor, and wherever the same may be located, and
including, without limitation, in such license reasonable access to all media in
which any of the licensed items may be recorded or stored and to all computer
and automatic machinery software and programs used for the compilation or
printout thereof.
10. LIMITATION ON LENDER'S DUTY IN RESPECT OF COLLATERAL. Lender
shall not have any duty as to any Collateral in its possession or control or in
the possession or control of any agent or nominee of it or any income thereon or
as to the preservation of rights against prior parties or any other rights
pertaining thereto, except that Lender shall use reasonable care with respect to
the Collateral in its possession or under its control. Upon request of any
Grantor, Lender shall account for any moneys received by it in respect of any
foreclosure on or disposition of the Collateral.
11. REINSTATEMENT. This Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against
any Grantor for liquidation or reorganization, should any Grantor become
insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of any
Grantor's assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Secured Obligations,
or any part thereof, is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee of the Secured
Obligations, whether as a "voidable preference", "fraudulent conveyance", or
otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Secured Obligations shall be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.
12. NOTICES. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties by any other party, or whenever any of the parties desires to give or
serve upon any other communication with respect to this Security
16
Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall be in writing and either shall be delivered in person
with receipt acknowledged or sent by registered or certified mail, return
receipt requested, postage prepaid, or by telecopy and confirmed by telecopy
answerback addressed as follows:
(a) If to the Lender, at
Compaq Computer Corporation
00000 XX 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxx, Esq.
Telecopy Number: (000) 000-0000
With a copy to
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Telecopy Number: (000) 000-0000
(b) If to any Grantor, at
CYNET, Inc.
00000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Telecopy Number: (000) 000-0000
With a copy to
Xxxxxxxxxxx Xxxxxxxx White Xxxxxxxx & Xxxxxx
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Spring III, Esq.
Telecopy Number: (000) 000-0000
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration or other communication hereunder shall be deemed
to have been duly given or served on the date on which personally delivered,
with receipt acknowledged, telecopied and confirmed by telecopy answerback or
three (3) Business Days after the same shall have been deposited in the United
States mail. Failure or delay in delivering copies of any notice, demand,
request, consent, approval, declaration or other communication to the persons
designated above to receive copies shall in no way adversely affect the
effectiveness of such notice, demand, request, consent, approval, declaration or
other communication.
17
13. SEVERABILITY. Any provision of this Security Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
14. NO WAIVER; CUMULATIVE REMEDIES. Lender shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
Lender, and then only to the extent therein set forth. A waiver by Lender of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which Lender would otherwise have had on any future
occasion. No failure to exercise nor any delay in exercising on the part of
Lender, any right, power or privilege hereunder, shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or future exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies
hereunder provided are cumulative and may be exercised singly or concurrently,
and are not exclusive of any rights and remedies provided by law. None of the
terms or provisions of this Security Agreement may be waived, altered, modified
or amended except by an instrument in writing, duly executed by Lender and,
where applicable by the Grantors.
15. SUCCESSORS AND ASSIGNS; GOVERNING LAW. (a) This Security
Agreement and all obligations of each Grantor hereunder shall be binding upon
the successors and assigns of such Grantor, and shall, together with the rights
and remedies of Lender hereunder, inure to the benefit of Lender, all future
holders of the Notes and their respective successors and assigns. No sales of
participations, other sales, assignments, transfers or other dispositions of any
agreement governing or instrument evidencing the Obligations or any portion
thereof or interest therein shall in any manner affect the security interest
granted to Lender hereunder.
(b) This Security Agreement shall be governed by, and be
construed and interpreted in accordance with, the laws of the State of Texas,
without regard to the provisions thereof relating to conflict of laws.
16. USE AND PROTECTION OF INTELLECTUAL PROPERTY COLLATERAL.
Notwithstanding anything to the contrary contained herein, unless a Default or
Event of Default has occurred and is continuing, Lender shall from time to time
execute and deliver, upon the written request of any Grantor, any and all
instruments, certificates or other documents, in the form so requested,
necessary or appropriate in the judgment of such Grantor to permit such Grantor
to continue to exploit, license, use, enjoy and protect the Intellectual
Property.
17. FURTHER INDEMNIFICATION. Each Grantor agrees to pay, and to
save Lender harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all excise, sales or other similar taxes which
may be payable or determined to be payable with respect to any of the Collateral
or in connection with any of the transactions contemplated by this Security
Agreement.
18
18. WAIVER OF JURY TRIAL. Each Grantor waives all right to trial
by jury in any action or proceeding to enforce or defend any rights or remedies
hereunder, under the Loan Agreement or under the other Loan Documents or
relating to each of the foregoing.
19
IN WITNESS WHEREOF, each of the parties hereto has caused this Security
Agreement to be executed and delivered by its duly authorized officer on the
date first set forth above.
CYNET, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Title: Chairman and CEO
----------------------------------
SUBSIDIARIES:
WORLDWIDE MARKETING SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Title: Chairman and CEO
----------------------------------
CYNET INTERACTIVE, LLC
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Title: Chairman and CEO
----------------------------------
Accepted and acknowledged by:
COMPAQ COMPUTER CORPORATION
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------------
Title: Vice President, Associate General
Counsel and Corporate Secretary
---------------------------------
20
SCHEDULE I
FILINGS
GRANTOR JURISDICTION FILING OFFICE
------- ------------ -------------
CYNET, Inc. Texas Secretary of State
Worldwide Marketing Services, Inc. Texas Secretary of State
CYNET Interactive, LLC Texas Secretary of State
21
SCHEDULE II
LOCATION OF RECORDS AND CERTAIN COLLATERAL
PRINCIPAL PLACE OF LOCATION OF INVENTORY
GRANTOR BUSINESS AND LOCATION OF RECORDS AND EQUIPMENT
------- -------------------------------- ---------------------
CYNET, Inc. 00000 Xxxxx Xxxx, Xxxxx 000 00000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000 Xxxxxxx, Xxxxx 00000
Worldwide Marketing Services, Inc. 00000 Xxxxx Xxxx, Xxxxx 000 00000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000 Xxxxxxx, Xxxxx 00000
CYNET Interactive, LLC 00000 Xxxxx Xxxx, Xxxxx 000 00000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000 Xxxxxxx, Xxxxx 00000
22
