ASSIGNMENT OF LIFE INSURANCE POLICY
THIS
ASSIGNMENT OF LIFE INSURANCE POLICY
(“Assignment”)
is
made as of October 18, 2006, in favor of Ronco Corporation, a Delaware
corporation (the “Assignee”),
by
Xxxxxxx Xxxxxx Xxxxxx Inc., a Texas corporation (the “Lead
Lender”),
individually and on behalf of the Lenders (the “Lenders,”
and
collectively with the Lead Lender, the “Assignor”)
parties to the Letter Loan Agreement dated June 9, 2006 (the “Loan
Agreement”)
among
Assignor and Assignee.
Whereas,
the
Assignor and the Assignee are parties to that certain Assignment of Life
Insurance Policy dated June 9, 2006 (the “Original
Assignment”)
pursuant to which the Assignee assigned the Policy (as defined below) to the
Assignor;
Whereas, the
Assignee and Laurus Master Fund, Ltd. (“Laurus”) intend to enter into a senior
credit agreement (the “Laurus
Loan”);
Whereas, a
condition to the Laurus Loan is that the Assignee make a collateral assignment
of the Policy to Laurus; and
Whereas, the
Assignor must first assign the Policy back to Assignee, so that the Assignee
may
make such assignment to Laurus.
Now,
Therefore,
in
consideration of the mutual covenants and obligations set forth herein, and
for
other good and valuable consideration, the receipt and sufficiency of which
is
hereby acknowledged, the
Assignor
does hereby assign, transfer, and set over to Assignee all of Assignor’s right,
title and interest in and to
Policy
No. 81 070 567, issued by Xxxx Xxxxxxx Life Insurance Company (herein called
the
“Insurer”)
and
any supplementary contracts issued in connection therewith (said policy and
contracts being herein called the “Policy”),
upon
the life of Xxxxxx X. Xxxxxx, and all claims, options, privileges, rights,
title, and interest therein and thereunder. Assignor by this instrument agrees,
and Assignee by the acceptance of this Assignment agrees, to the conditions
and
provisions herein set forth.
1. It
is
expressly agreed that, without detracting from the generality of the foregoing,
the following specific rights are included in this Assignment and pass by virtue
hereof:
(a) The
sole
right to collect from the Insurer the net proceeds of the Policy when it becomes
a claim by death or maturity;
(b) The
sole
right to surrender the Policy and receive the surrender value thereof at any
time provided by the terms of the Policy and at such other times as the Insurer
may allow;
(c) The
sole
right to obtain one or more loans or advances on the Policy, either from the
Insurer or, at any time, from other persons, and to pledge or assign the Policy
as security for such loans or advances;
(d) The
sole
right to collect and receive all distributions or shares of surplus, dividend
deposits or additions to the Policy now or hereafter made or apportioned
thereto, and to exercise any and all options contained in the Policy with
respect thereto;
(e) The
sole
right to exercise all nonforfeiture rights permitted by the terms of the Policy
or allowed by the Insurer and to receive all benefits and advantages derived
therefrom;
(f) The
sole
right to designate and change the beneficiary of the Policy;
(g) The
sole
right to elect any optional mode of settlement permitted by the Policy or
allowed by the Insurer;
(h) The
sole
right to return the Policy for cancellation or redemption;
(i) The
sole
right to make deposits for the purpose of paying future premiums on the
Policy;
(j) The
sole
right to change the Policy to a plan of whole life or endowment insurance;
and
(k) The
sole
right to transfer, assign, or otherwise dispose of the Policy.
3. The
Assignor agrees that this Assignment supersedes the Original Assignment in
its
entirety and that the Original Assignment has no further force or
effect.
The
Assignor further agrees that any security interest granted by the Original
Assignment in the Policy is hereby terminated and the Assignor shall file any
UCC termination statements necessary to effect such termination and Assignor
will execute and deliver to Assignee any additional documents or instruments
as
Assignee shall reasonably request to evidence such termination.
4. Assignor
warrants and represents to Assignee that Assignor has not executed any prior
assignment or pledge of its rights under the Policy and holds full and complete
power and authority to transfer, pledge and assign its rights, as
owner and beneficiary
under the Policy, to Assignee free and clear of any rights of any third party
whatsoever.
5. The
Insurer is hereby authorized to recognize Assignee’s claims to rights hereunder
without investigating the reason for any action taken by Assignee. The sole
signature of the Assignee shall be sufficient for the exercise of any rights
under the Policy assigned hereby and the sole receipt of the Assignee for any
sums received shall be a full discharge and release therefor to the Insurer.
6. Assignor
agrees to execute and deliver all such other and additional instruments and
documents and do all such other acts and things as may be reasonably necessary
to more fully effectuate this Assignment, including executing any form of
assignment document reasonably requested by the Insurer or Laurus.
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7. In
the
event of any conflict between the provisions of this Assignment and provisions
of the Notes (as defined in the Loan Agreement), the Loan Agreement, or other
evidence of any liability, with respect to the Policy or rights of collateral
security therein, the provisions of this Assignment shall prevail.
8. THIS
ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF TEXAS AND APPLICABLE FEDERAL LAWS.
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IN
WITNESS WHEREOF, the undersigned executes and delivers this Assignment as of
the
first day written above.
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ASSIGNOR:
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ASSIGNEE:
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Xxxxxxx
Xxxxxx Xxxxxx Inc.
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Xxxxx
Corporation
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By:
/s/ Xxx X.
Xxxxxx
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By:
/s/ Xxxx
Xxxxxxxxx
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Name:_________________________
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Name:
Xxxx Xxxxxxxxx
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Title:__________________________
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Title:
Interim President and CEO
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