SECURITY AGREEMENT
(Corporate, Partnership, or Business Purpose)
This Agreement, dated as of April 29, 1999, is made by Westmark Group Holdings,
Inc., [a corporation organized or formed under the laws of Florida] (hereafter,
whether one or more, "Debtor") in favor of Northern Trust Bank of Florida, N.A.,
a national banking association ("Secured Party") with its main banking office at
000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000.
For valuable consideration, Debtor agrees as follows:
1. Definitions. As used in this Agreement:
(a) Unless otherwise defined herein, all terms that are defined in the
Uniform Commercial Code of Florida shall have the same meanings herein as
in such Code.
(b) "Collateral" means any and all property of Debtor in which Secured
Party now has, by this Agreement acquires, or hereafter acquires a security
interest, including without limitation the property described in Section 2
hereof.
(c) "Guarantor" means any person or entity, or any persons or entities
severally, now or hereafter guarantying payment or collection of all or any
part of the Liabilities (as hereinafter defined).
(d) "Prime Rate" means that floating rate of interest per year announced
from time to time by Secured Party called its prime rate, which at any time
may not be the lowest rate charged by Secured Party.
2. Security Interest. Debtor hereby grants to Secured Party a continuing
security interest in, and assigns and transfers to Secured Party, the
following property or types of property now owned by Debtor or hereafter
created or acquired by Debtor, wherever located:
(a) Accounts (including without limitation all rights to payment for
services or the Inventory, however arising), leases, chattel paper,
contract rights, instruments, life insurance policies, and documents;
(b) General intangibles (including without limitation inventions, designs,
patents, patent applications, trademarks, trade names, copyrights,
licenses, leasehold interests, tax refund claims, guaranty claims, and
security interests or other security held by Debtor to secure accounts);
(c) Inventory, including without limitation returned and repossessed goods,
raw materials, and work in progress (the "Inventory");
(d) Goods (other than Inventory), equipment, vehicles, and fixtures,
together with accessions thereto and replacement parts therefor, but
excluding property used exclusively for personal, household, or family use;
(e) All monies, accounts, deposits, and property now or at any time
hereafter in the possession or under the control of Secured Party or its
bailee;
(f) All books and records, including without limitation customer lists,
credit files, computer programs, printouts, and other materials and
records, pertaining to any of the foregoing;
(g) All documents of title evidencing or issued with respect to any of the
foregoing; and
(h) All proceeds and products of all of the foregoing, including without
limitation proceeds of insurance policies insuring the foregoing.
3. Liabilities. The Collateral shall secure the payment and performance of the
following, which are acknowledged by Debtor to be the obligations of Debtor
(the "Liabilities"):
(a) All obligations and liabilities of Debtor (excluding those incurred
solely for personal, household, or family use or with respect to credit
cards) whether now existing or hereafter arising and whether or not
contemplated on the date of this Agreement (i) evidenced by and under all
promissory notes (including all renewals, replacements, and extensions
thereof and interest thereon) executed and delivered by Debtor to Secured
Party, and (ii) under any loan or other agreements (including without
limitation this Agreement) between Debtor and Secured Party; and
(b) All other obligations and liabilities of Debtor to Secured Party,
howsoever created, whether direct or indirect, absolute or contingent, due
or to become due, now existing or hereafter arising, including without
limitation all liabilities and obligations arising in connection with
future advances by Secured Party and any letters of credit issued by
Secured Party for the account of Debtor.
4. Warranties of Debtor. Debtor warrants and represents that:
(a) Debtor has the legal capacity and corporate or partnership power (if
applicable) to execute, deliver, and perform this Agreement and any other
documents executed or to be executed in connection herewith; such actions
have been duly authorized (if applicable) and do not and will not
contravene or conflict with any provisions of law or any agreement or
instrument affecting Debtor or its property; Debtor does not do business
under any name except as shown above.
(b) No financing statement, mortgage, notice of judgment, or any similar
instrument (unless filed on behalf of Secured Party) covering any of the
Collateral is on file in any public office.
(c) Debtor is the lawful owner of all Collateral, free and clear of all
liens, pledges, charges, mortgages, and claims other than the security
interest hereunder, except liens for current taxes not delinquent.
(d) All Inventory is located at Debtor's primary place of business set
forth under Debtor's signature hereto, and is not in transit, except for
goods covered by negotiable warehouse receipts that have been delivered to
Secured Party or as promptly disclosed to Secured Party from time to time
in writing. All Inventory is of good and merchantable quality and free from
any defects that would affect the market value of such Inventory.
(e) All accounts receivable of Debtor are genuine, are in all respects what
they purport to be, are not evidenced by a judgment, and represent
undisputed, bona fide transactions completed or to be completed in
accordance with the terms and conditions of any document related thereto;
none of the Collateral has been sold or pledged to any other person or
entity; and Debtor has no knowledge of any fact or circumstance which would
impair the validity or collectibility of the Collateral listed in Section
2(a), (b), and (e) of this Agreement.
(f) Debtor (and each general partner of Debtor) has filed or caused to be
filed all federal, state, and local tax returns that are required to be
filed, and has paid or has caused to be paid all taxes including any taxes
shown on such returns or on any assessment received by them to the extent
that such taxes have become due.
5. Covenants of Debtor. Debtor agrees that until payment in full of the
Liabilities, it will:
(a) Provide and maintain insurance with respect to the Collateral, the
operation of Debtor's business, and certain partners, employees, or
officers of Debtor as required by Secured Party from time to time; all such
insurance shall be in such amounts and against such risks as shall be
satisfactory in all respects to Secured Party, with Secured Party named as
additional insured and loss payee;
(b) Defend the Collateral against the claims and demands of all persons
other than Secured Party and promptly pay all taxes, assessments, and
charges upon the Collateral, and not sign (or permit to be signed) any
financing statements or other documents creating or perfecting a lien upon
or security interest in any of the Collateral except in favor of Secured
Party, or otherwise create, suffer, or permit to exist any liens or
security interests upon any Collateral other than in favor of Secured
Party, except tax liens, provided that such liens are removed before
related taxes become delinquent;
1
(c) Execute such financing statements and other documents (and pay the cost
of filing and recording the same in all public offices deemed necessary by
Secured Party) and do such other acts as Secured Party may request to
establish and maintain a valid and perfected security interest in the
Collateral free and clear of all other liens and claims;
(d) Deliver to Secured Party any certificate or other documents of title
representing or issued with respect to any of the Collateral, with Secured
Party's security interest and lien endorsed thereon, and record such
certificates or documents with all appropriate regulatory agencies;
(e) Furnish to Secured Party, immediately upon the request of Secured
Party, any evidence of ownership of the Collateral, including without
limitation bills of sale, paid invoices, certificates of title, or
applications for title;
(f) Keep at its office at the address set forth under its signature hereto
its records concerning the Collateral, which records shall be of such
character as will enable Secured Party to determine at any time the status
of the Collateral; furnish to Secured Party such information concerning
Debtor, the Collateral, and the account debtors as Secured Party may from
time to time reasonably request; and permit Secured Party form time to time
to inspect the Collateral and to inspect, audit, and make copies of, and
extracts from, all records and all other papers in the possession of Debtor
pertaining to the Collateral and the account debtors. Secured Party shall
have the right at any time or times to make direct verification with the
account debtors of any and all of the accounts;
(g) Keep and maintain in good operating condition and repair and make all
necessary replacements and renewals to, the Collateral listed in Section
2(d) of this Agreement so that the value and operating efficiency thereof
shall at all times be maintained and preserved, and keep such Collateral
only at the address set forth under its signature hereto;
(h) Make appropriate entries upon its financial statements and its books
and records disclosing Secured Party's security interest in the Collateral;
(i) Provide to Secured Party such financial statements of Debtor and any
general partner of Debtor (audited, if requested by Secured Party) and
information from time to time as Secured Party shall reasonably request;
(j) If at any time any of the Collateral shall be or become evidenced by
any instrument, note, or other document, immediately deliver such
instrument, note, or document to Secured Party, endorsed as requested by
Secured Party;
(k) Immediately notify Secured Party of any material loss or depreciation
in the value of the Collateral; and
(l) Except as permitted by Section 6, not sell, transfer, or otherwise
dispose of any Collateral without Secured Party's prior written consent.
6. Use of the Inventory. Until notice to the contrary is given by Secured
Party, Debtor may use, consume, and sell Inventory in carrying on its
business in the ordinary course of business substantially in the same
manner as now conducted, but a sale in the ordinary course of business
shall not include any transfer or sale in satisfaction, partial or
complete, of a debt owed by Debtor or any general partner of Debtor.
7. Collections.
(a) Until notice to the contrary is given by Secured Party, Debtor (i)
shall collect the accounts for Secured Party at Debtor's own expense, and
(ii) may grant, in the ordinary course of business, to any party obligated
on any of the Collateral, any rebate, refund, or allowance to which such
party may be lawfully entitled and accept in connection therewith the
return of any goods the sale or lease of which shall have given rise to
such accounts.
(b) At any time and from time to time, whether before or after the
occurrence of an Event of Default, Secured Party, at Debtor's expense, may
or, upon request of Secured Party, Debtor shall, notify any account debtors
of the existence of this Agreement and direct such account debtors to pay
directly to Secured Party the amounts due or to become due from such
account debtors. Each account debtor so notified and directed may accept
the receipt of Secured Party for any such payment as a full release of any
amounts so paid.
(c) Secured Party may enforce collection of any or all of the Collateral by
suit or otherwise, and surrender, release, or exchange all or any part
thereof, or compromise or extend or renew for any period (whether or not
longer than the original period) any indebtedness thereunder.
(d) Secured Party at any time may, and upon director of Debtor or upon the
happening of an Event of Default shall, apply all payments received from
account debtors to the Liabilities when due (whether by acceleration or
otherwise) and may credit any balance after such payment to the account of
Debtor.
8. Warranty--Future. The request or application by Debtor for any loan or
extension of credit by Secured Party shall be a representation and warranty
as of the date of such request or application that: (a) no Event of
Default, and no event that would become an Event of Default upon the giving
of notice or passage of time or both has occurred or is continuing as of
such date; and (b) its representations and warranties herein are true and
correct as of such date as though made on such date.
9. Events of Default. The occurrence of any of the following shall constitute
an "Event of Default" under this Agreement.
(a) Failure to pay, when and as due or demanded, any of the Liabilities, or
failure to comply with or perform any agreement or covenant of Debtor
contained herein; or
(b) Any default, event of default, or similar event shall occur or continue
under any instrument, document, note, agreement, or guaranty delivered to
Secured Party in connection with the Liabilities, or any such instrument,
document, note, agreement, or guaranty shall not be, or shall cease to be,
enforceable in accordance with its terms; or
(c) There shall occur any default or event of default, or any event that
might become such with notice or the passage of time or both, or any
similar event, or any event that requires the prepayment of borrowed money
or the acceleration of the maturity thereof, under the terms of any
evidence of indebtedness or other agreement issued or assumed or entered
into by Debtor, any subsidiary, any general partner of Debtor, or any
Guarantor, or under the terms of any indenture, agreement, or instrument
under which any such evidence of indebtedness or other agreement is issued,
assumed, secured, or guaranteed, and such event shall continue beyond any
applicable period of grace; or
(d) Any representation, warranty, schedule, certificate, financial
statement, report, notice, or other writing furnished by or on behalf of
Debtor or any general partner of Debtor to Secured Party is false or
misleading in any material respect on the date as of which the facts
therein set forth are stated or certified; or
2
(e) Any reportable event shall occur under the Employee Retirement Income
Security Act of 1974, as amended, in respect of any benefit plan maintained
for employees of Debtor, any subsidiary, any partner of Debtor, or any
Guarantor; or
(f) Any guarantee of or pledge of collateral security for any of the
Liabilities shall be repudiated or become unenforceable or incapable of
performance; or
(g) Debtor or any corporate general partner of Debtor shall fail to
maintain its existence in good standing in its state of inassociation or
formation or shall fail to be authorized, licensed, or qualified to do
business in each jurisdiction where necessary because of the nature of its
business or properties; or
(h) Debtor, any general partner of Debtor, or any Guarantor shall die,
become incompetent, dissolve, liquidate, merge, consolidate, or cease to be
in existence for any reason, or any general partner of Debtor shall
withdraw or notify any partner of Debtor of its or his intention to
withdraw as a partner (or to become a limited partner) of Debtor; or any
general or limited partner of Debtor shall fail to make any contribution
required by the partnership agreement of Debtor as and when due under such
agreement; or
(i) Any person or entity presently not in control of Debtor or any
corporate general partner of Debtor shall obtain control directly or
indirectly of Debtor, whether by purchase or gift of stock or assets, by
contract, or otherwise; or
(j) Any proceeding (judicial or administrative) shall be commenced against
Debtor, any subsidiary, any general partner of Debtor, or any Guarantor, or
with respect to any assets of Debtor, any subsidiary, any general partner
of Debtor, or any Guarantor which shall threaten to have a material and
adverse effect on the future operations of Debtor, any subsidiary, any
general partner of Debtor, or any Guarantor, or a final judgment in excess
of $5,000 shall be entered in any suit or action commenced against Debtor,
any subsidiary, any general partner of Debtor, or any Guarantor; or
(k) Debtor shall grant or any person shall obtain a security interest in
any of the Collateral; Debtor or any other person shall perfect (or attempt
to perfect) such a security interest; a court shall determine that Secured
Party does not have a first-priority security interest in any of the
Collateral enforceable in accordance with the terms hereof; or any notice
of a federal tax lien against Debtor or any general partner of Debtor shall
be filed with any public recorder; or
(l) There shall be any material loss or depreciation in the value of the
Collateral for any reason, or Secured Party shall otherwise reasonably deem
itself insecure; or
(m) Any bankruptcy, insolvency, reorganization, arrangement, readjustment,
liquidation, dissolution, or similar proceeding, domestic or foreign, is
instituted by or against Debtor, any subsidiary, any general partner of
Debtor, or any Guarantor; or Debtor, any subsidiary, any general partner of
Debtor, or any Guarantor shall take any steps toward, or to authorize, such
a proceeding; or
(n) Debtor, any subsidiary, any general partner of Debtor, or any Guarantor
shall become insolvent, generally shall fail or be unable to pay its debts
as they mature, shall admit in writing its inability to pay its debts as
they mature, shall make a general assignment for the benefit of its
creditors, shall enter into any composition or similar agreement, or shall
suspend the transaction of all or a substantial portion of its usual
business.
10. Remedies on Default. Notwithstanding any provision of any document or
instrument evidencing or relating to any Liability, (i) upon the occurrence
of any Event of Default specified in Section 9(a)-(l), Secured Party at its
option may declare all of the Liabilities immediately due and payable
without notice or demand of any kind, and (ii) upon the occurrence of an
Event of Default specified in Section 9(m)-(n), all of the Liabilities
shall be immediately and automatically due and payable without action of
any kind on the part of Secured Party. Debtor expressly waives protest,
notice, presentment, dishonor, and demand of any kind. Secured Party may
exercise from time to time any rights and remedies available under the
Uniform Commercial Code of Florida, including the right to have Debtor
assemble the Collateral and deliver it to a place designated by Secured
Party. Debtor shall pay all related expenses, including attorneys' fees and
reasonable time charges of attorneys who may be employees of Secured Party
or any affiliate or parent of Secured Party. If any notification of
intended disposition of any of the Collateral is required by law, such
notification, if mailed, shall be deemed reasonably and properly given if
mailed at least 10 days before such disposition, postage prepaid, addressed
to Debtor at the address of Debtor shown below. Secured Party shall, in
addition to and not in limitation of all rights of offset under applicable
law; have the right to appropriate and apply all of the Collateral in its
possession to payment of the Liabilities. Secured Party may proceed to sell
or otherwise dispose of the Collateral at public or private sale for cash
or credit, provided, however, that Debtor shall be credited with proceeds
of such sale only when the proceeds are actually received by Secured Party.
Any proceeds of the Collateral may be applied by Secured Party to the
payment of expenses and costs to exercise of Secured Party's rights
hereunder, and any balance of such proceeds shall be applied toward the
Liabilities in such order as Secured Party shall determine in its sole
discretion. Any balance remaining shall be returned to the Debtor.
11. Rights of Secured Party. Secured Party may, from time to time, at its
option (but shall have no duty to):
(a) Perform any agreement of Debtor hereunder that Debtor shall have failed
to perform; and
(b) Take any other action which Secured Party deems necessary or desirable
for the preservation of the Collateral or Secured Party's interest herein,
including without limiting the generality of the foregoing: (i) any action
to collect or realize upon the Collateral; (ii) the discharge of taxes,
liens, security interests, or other encumbrances at any time levied or
placed on the Collateral; or (iii) the discharge or keeping current of any
obligation of Debtor having effect on the Collateral.
(c) File, or cause to be filed, photocopies or carbon copies of any
financing statement respecting any right of Secured Party in the
Collateral, and any such photocopy of carbon copy of the signature of
Debtor on such photocopy or carbon copy shall be deemed an original for
purposes of such filing. Debtor hereby authorizes Secured Party to sign
financing statements on Debtor's behalf to be filed in all jurisdictions in
which such authorization is permitted. Debtor hereby appoints Secured Party
as its attorney in fact, which appointment is irrevocable and coupled with
an interest, for purposes of performing acts and signing and delivering any
agreement, document, or instrument, on behalf of Debtor in accordance with
this Section. Debtor immediately will reimburse Secured Party for all
expenses so incurred by Secured Party, together with interest thereon at 3%
in addition to the Prime Rate.
12. General.
(a) Nonwaiver; Cumulative Remedies. No delay or omission on the part of
Secured Party in the exercise of any right or remedy shall operate as a
waiver thereof, and no single or partial exercise by Secured Party of any
right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy. The rights and remedies herein
provided to Secured Party are cumulative and not exclusive of any rights or
remedies provided by law.
(b) Notices. All notices, requests, and demands to or upon Secured Party or
Debtor shall be deemed to have been given or made when deposited in the
mail, postage prepaid, addressed to Debtor at the address set forth under
its signature or to Secured Party at its main banking office listed in the
heading of this Agreement.
(c) Successors. This Agreement shall, upon execution and delivery by the
Debtor, become effective and shall be binding upon and inure to the benefit
of Debtor, Secured Party, and their respective personal representatives,
executors, heirs, successors, and assigns, except that the Debtor may not
transfer or assign any of its rights or interest hereunder without the
consent of Secured Party.
3
(d) Singular and Plural; Joint and Several. Unless the
context otherwise requires, wherever used herein the singular shall include
the plural and the plural shall include the singular, and the use of one
gender shall denote the others where appropriate. If more than one person
or entity has signed this Agreement, all obligations and liabilities in
this Agreement shall be the joint and several obligations and liabilities
of each of such persons or entities.
(e) Counterparts. This Agreement may be executed by Debtor on any number of
counterparts, and each of said counterparts shall be deemed to be an
original.
(f) Enforcement Costs. Debtor agrees to pay or reimburse Secured Party upon
demand for all documentary stamp taxes, costs, expenses, and fees
(including legal costs and fees and reasonable time charges of attorneys
who may be employees of Secured Party or any affiliate or parent of Secured
Party) incurred by Secured Party in preparing, negotiating, enforcing, or
preserving its rights under, this Agreement or any note, document, or other
instrument executed in connection herewith.
(g) Provisions Severable. If any term or provision of this Agreement shall
be unenforceable or invalid, such unenforceability or invalidity shall not
render any other term or provision hereof unenforceable or invalid, and all
other terms and provisions of this Agreement shall be enforceable and
valid.
(h) Construction. This Agreement and the rights and obligations of the
parties hereunder and thereunder shall be governed by, and construed and
interpreted in accordance with, the laws of Florida. Debtor hereby
irrevocably consents to the jurisdiction and venue of courts having
jurisdiction over Dade County, Florida, and agrees that any litigation
involving this Agreement (including without limitation ancillary claims)
may be conducted in such courts at the sole option of Secured Party. Debtor
hereby waives any right or claim it may have to transfer or change the
venue of any suit, action, or other proceeding brought against Debtor by
Secured Party in accordance with this Section.
(i) Interest Limitation. Notwithstanding any note or other document
evidencing any of the Liabilities, the total liability for interest and all
other sums at any time deemed to be interest on any of the Liabilities
shall not exceed the highest rate permitted by law. If for any reason such
total liability shall result in an effective rate of interest that exceeds
the highest rate permitted by law, all sums in excess of those lawfully
collectible for the interest payment period in question shall, without
further agreement by or notice to Debtor, be applied to outstanding
principal immediately upon receipt of such sums by Secured Party, with the
same effect as if Debtor had directed such excess sums to be so applied and
Secured Party had agreed to accept such sums as a principal prepayment;
provided, however, that Secured Party may, at any time and from time to
time, waive, reduce, or limit the collection of any sums (or refund to
Debtor any sums collected) in excess of those lawfully collectible as
interest rather than accept such sums as prepayment of principal.
DEBTOR: Westmark Group Holdings, Inc.
By:_______________________________
Its:______________________________
Address:__________________________
__________________________
County:___________________________
4
STATEMENT OF ANTI-COERCION
The following statement is required under rule 4-3.02 of the rules and
regulations promulgated by the Florida Insurance Commissioner relative to
anti-coercion:
To: Northern Trust Bank of Florida, N.A. (lender)
Re: Westmark Group Holdings, Inc. (borrower)
The Insurance Laws of this state provide that the lender may not require the
borrower to take insurance through any particular insurance agent or company to
protect the mortgaged property.
The borrower, subject to the rules adopted by the Florida Insurance
Commissioner, has the right to have the insurance placed with an insurance agent
or company of his choice, provided the company meets the requirements of the
lender. The lender has the rights to designate reasonable financial requirements
as to the company and the adequacy of the coverage.
I have read the foregoing statement, or the rules of the Florida Insurance
Commissioner relative thereto, and understand my rights and privileges and those
of the lender relative to the placing of such insurance.
I/We have selected the:
____________________________ Insurance Agency, OR
____________________________ Insurance Company
to write the hazard insurance covering property located at:
All Business assets.
________________________________________________________________________________
Under Section 9(a) of Procedures Act of 1974 - I/We have selected the:
____________________________ Insurance Agency, OR
____________________________ Insurance Company
to write the title insurance covering the property noted above:
ACKNOWLEDGED BY: Westmark Group Holdings, Inc.
______________________________________
Borrower By: Xxxxxx X. Xxxxx
Its: Treasurer
______________________________________
Borrower
5
INSURANCE REQUIREMENTS
----------------------
As a mortgage lender it is necessary for us to set forth various requirements
for insurance being written on the property concerned. In order not to have any
misunderstanding between us, our mortgagors, as well as insurance agent, we are
itemizing below these requirements which are based on the State Insurance
Commissioner's Rules and Regulations on Anti-Coercion. These requirements are
subject to modification without prior notification.
1. Policy to be written with an insurance company with a Class 6 or higher
rating in the latest edition of Best's Insurance Guide.
2. Minimum coverage: Fire, Extended Coverage and optional Perils for not
less than the amount of the mortgage. A deductible Cause in the maximum
amount of $250 is permitted.
3. The insurance agent must be properly licensed and maintain a policy
issuing and servicing office located within the trade area of the
property unless the insurance company has been previously approved by
our company.
4. The anti-coercion form required for new loans must be completed and
signed by the applicant designating an insurance agent or company at
the time application is made
5. Names on the policy must agree with names on the mortgage. Legal
description of the property, as well as correct street address, must
appear in policy. A mortgagee clause is to be drawn in favor of the
mortgagee as specified by the bank.
6. Policies are to be made available 24 hours prior to closing of loans,
unless other arrangements have been made by us. Binders are not
acceptable.
7. Policy is to be written for a one-year term or continuous, with one
year or longer premium payment plans.
8. We are to be furnished with the original and one copy of the policy. We
also will need a paid receipt for at least the first year's premium. If
policies are paid up for a term in excess of one year, a sufficient
amount will be collected with the monthly payment order to have the
full policy premium in escrow at the end of the policy term.
9. Should the mortgage not require monthly deposits to escrow, the insured
will be required to pay the premium for hazard insurance and a paid
receipt must be received by us each year when payment is made.
10. Agents should forward premium due statements to arrive at our office
prior to the first day of the month. Statements received after the
first may not be paid until the following month.
11. At times other than anniversary or expiration broader coverage form
policy or change of agent or insurance company will be accepted
provided that:
6
INSURANCE REQUIREMENTS
-continued-
page -2-
a. A letter of authorization, signed by both insureds, is submitted
with the new policy, and
b. The agent submits a receipted statement showing payment of any
additional premium has been paid by the insured.
12. In case of change of title the new owner shall not be bound by any
commitment of previous owner with respect to placement of insurance.
***
7
STATE OF FLORIDA
UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC-1 (REV. 1993)
This Financing Statement is presented to a filing officer for filing pursuant to the Uniform Commercial Code.
----------------------------------------------------------------------------------------------------------------------------------
1. Debtor (Last Name First if an Individual 1a. Date of Birth or FEI#
Westmark Group Holdings, Inc.
----------------------------------------------------------------------------------------------------------------------------------
1b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 1.d Zip Code
0000 Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxx XX 00000
----------------------------------------------------------------------------------------------------------------------------------
2. Additional Debtor or Trade Name (Last Name First if an Individual) 2a. Date of Birth or FEI#
----------------------------------------------------------------------------------------------------------------------------------
2b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 2.d Zip Code
----------------------------------------------------------------------------------------------------------------------------------
3. Secured Party (Last Name First if an Individual) Northern Trust Bank of
Florida, N.A.
----------------------------------------------------------------------------------------------------------------------------------
3b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 3.d Zip Code
000 Xxxxxx Xxxx Xxxx Xxxxx XX 00000
----------------------------------------------------------------------------------------------------------------------------------
4. Assignee of Secured Party (Last Name First if an Individual)
----------------------------------------------------------------------------------------------------------------------------------
4b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 4.d Zip Code
----------------------------------------------------------------------------------------------------------------------------------
5. This Financing Statement covers the following types or items of property
[include description of real property on which located and owner of record
when required. If more space is required, attach additional sheet(s)].
See Attached
----------------------------------------------------------------------------------------------------------------------------------
6. Check only if [ ] Products of collateral are also [ ] Proceeds of collateral are [ ] Debtor is
Applicable: covered also covered transmitting utility.
----------------------------------------------------------------------------------------------------------------------------------
7. Check appropriate box: [X] All documentary stamp taxes due and payable or to become due and payable pursuant to s. 201.22
(One box must be marked) F.S., have been paid
[ ] Florida Documentary Stamp Tax is not required.
----------------------------------------------------------------------------------------------------------------------------------
8. In accordance with s. 679.402(2), F.S., this statement is filed without
the 9. Number of additional sheets presented: Debtor's signature to
perfect a security interest in collateral: ________
[ ] already subject to a security interest in another jurisdiction when it was
brought into this state or debtor's location changed to this state. ----------------------------------------
[ ] which is proceeds of the original collateral described above in which a This Space for Use of Filing Officer
security interest was perfected.
[ ] as to which the filing has lapsed. Date filed __________________________ and
previous UCC-1 file number ___________________________________.
[ ] acquired after a change of name, identity, or corporate structure of the
debtor.
----------------------------------------------------------------------------------------
10. Signature(s) of Debtor(s) Westmark Group Holdings, Inc.
Xxxxxx X. Xxxxx, its Treasurer
-----------------------------------------------------------------------------------------
11. Signature(s) of Secured Party or if Assigned, by Assignee(s)
Xxxxxx X. Xxxxxxxx
-----------------------------------------------------------------------------------------
12. Return Copy to:
Name Xxxxx Xxxxxxx
Northern Trust Bank of Florida, N.A.
Address 000 Xxxxxx Xx.
Xxxx Xxxxx, XX 00000
Address
City, State, Zip
----------------------------------------------------------------------------------------------------------------------------------
STANDARD FORM - FORM UCC-1
EXHIBIT A
to
Financing Statement
of
Westmark Group Holdings, Inc.
-----------------------------
in favor of Northern Trust Bank of Florida, N.A.
(Consisting of 1 page)
All of Debtor's right, title and interest in the following property or types of
property whether now existing or hereafter arising or acquired, wherever
located:
(a) Accounts (including without limitation all rights to payment for
services or the Inventory, however arising), leases, chattel paper, contract
rights, instruments, life insurance policies, and documents;
(b) General intangibles (including without limitation inventions, designs,
patents, patent applications, trademarks, trade names, copyrights, licenses,
leasehold interests, tax refund claims, guaranty claims, and security interests
or other security held by Debtor to secure accounts);
(c) Inventory, including without limitation returned and repossessed goods;
(d) Goods (other than Inventory), equipment, vehicles, and fixtures,
together with accessions thereto and replacement parts therefor, but excluding
property used exclusively for personal, household, or family use;
(e) All monies, accounts, deposits, and property now or at any time
hereafter in the possession or under the control of Secured Party or its
bailee; (f) All books and records, including without limitation customer
lists, credit files, computer programs, printouts, and other materials and
records,
pertaining to any of the foregoing;
(g) All documents of title evidencing or issued with respect to any of the
foregoing; and
(h) All proceeds and products of all of the foregoing, including without
limitation proceeds of insurance policies insuring the foregoing.
Westmark Group Holdings, Inc.
By: Xxxxxx X. Xxxxx
Its: Treasurer
STATE OF FLORIDA
UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC-1 (REV. 1993)
This Financing Statement is presented to a filing officer for filing pursuant to the Uniform Commercial Code.
----------------------------------------------------------------------------------------------------------------------------------
1. Debtor (Last Name First if an Individual 1a. Date of Birth or FEI#
Westmark Group Holdings, Inc.
----------------------------------------------------------------------------------------------------------------------------------
1b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 1.d Zip Code
0000 Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxx XX 00000
----------------------------------------------------------------------------------------------------------------------------------
2. Additional Debtor or Trade Name (Last Name First if an Individual) 2a. Date of Birth or FEI#
----------------------------------------------------------------------------------------------------------------------------------
2b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 2.d Zip Code
----------------------------------------------------------------------------------------------------------------------------------
3. Secured Party (Last Name First if an Individual) Northern Trust Bank of
Florida, N.A.
----------------------------------------------------------------------------------------------------------------------------------
3b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 3.d Zip Code
000 Xxxxxx Xxxx Xxxx Xxxxx XX 00000
----------------------------------------------------------------------------------------------------------------------------------
4. Assignee of Secured Party (Last Name First if an Individual)
----------------------------------------------------------------------------------------------------------------------------------
4b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 4.d Zip Code
----------------------------------------------------------------------------------------------------------------------------------
5. This Financing Statement covers the following types or items of property
[include description of real property on which located and owner of record
when required. If more space is required, attach additional sheet(s)].
See Attached
----------------------------------------------------------------------------------------------------------------------------------
6. Check only if [ ] Products of collateral are also [ ] Proceeds of collateral are [ ] Debtor is
Applicable: covered also covered transmitting utility.
----------------------------------------------------------------------------------------------------------------------------------
7. Check appropriate box: [X] All documentary stamp taxes due and payable or to become due and payable pursuant to s. 201.22
(One box must be marked) F.S., have been paid
[ ] Florida Documentary Stamp Tax is not required.
----------------------------------------------------------------------------------------------------------------------------------
8. In accordance with s. 679.402(2), F.S., this statement is filed without
the 9. Number of additional sheets presented: Debtor's signature to
perfect a security interest in collateral: ________
[ ] already subject to a security interest in another jurisdiction when it was
brought into this state or debtor's location changed to this state. ----------------------------------------
[ ] which is proceeds of the original collateral described above in which a This Space for Use of Filing Officer
security interest was perfected.
[ ] as to which the filing has lapsed. Date filed __________________________ and
previous UCC-1 file number ___________________________________.
[ ] acquired after a change of name, identity, or corporate structure of the
debtor.
----------------------------------------------------------------------------------------
10. Signature(s) of Debtor(s) Westmark Group Holdings, Inc.
Xxxxxx X. Xxxxx, its Treasurer
-----------------------------------------------------------------------------------------
11. Signature(s) of Secured Party or if Assigned, by Assignee(s)
Xxxxxx X. Xxxxxxxx
-----------------------------------------------------------------------------------------
12. Return Copy to:
Name Xxxxx Xxxxxxx
Northern Trust Bank of Florida, N.A.
Address 000 Xxxxxx Xx.
Xxxx Xxxxx, XX 00000
Address
City, State, Zip
----------------------------------------------------------------------------------------------------------------------------------
STANDARD FORM - FORM UCC-1
EXHIBIT A
to
Financing Statement
of
Westmark Group Holdings, Inc.
-----------------------------
in favor of Northern Trust Bank of Florida, N.A.
(Consisting of 1 page)
All of Debtor's right, title and interest in the following property or types of
property whether now existing or hereafter arising or acquired, wherever
located:
(a) Accounts (including without limitation all rights to payment for
services or the Inventory, however arising), leases, chattel paper, contract
rights, instruments, life insurance policies, and documents;
(b) General intangibles (including without limitation inventions, designs,
patents, patent applications, trademarks, trade names, copyrights, licenses,
leasehold interests, tax refund claims, guaranty claims, and security interests
or other security held by Debtor to secure accounts);
(c) Inventory, including without limitation returned and repossessed goods;
(d) Goods (other than Inventory), equipment, vehicles, and fixtures,
together with accessions thereto and replacement parts therefor, but excluding
property used exclusively for personal, household, or family use;
(e) All monies, accounts, deposits, and property now or at any time
hereafter in the possession or under the control of Secured Party or its
bailee; (f) All books and records, including without limitation customer
lists, credit files, computer programs, printouts, and other materials and
records,
pertaining to any of the foregoing;
(g) All documents of title evidencing or issued with respect to any of the
foregoing; and
(h) All proceeds and products of all of the foregoing, including without
limitation proceeds of insurance policies insuring the foregoing.
Westmark Group Holdings, Inc.
By: Xxxxxx X. Xxxxx
Its: Treasurer
STATE OF FLORIDA
UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC-1 (REV. 1993)
This Financing Statement is presented to a filing officer for filing pursuant to the Uniform Commercial Code.
----------------------------------------------------------------------------------------------------------------------------------
1. Debtor (Last Name First if an Individual 1a. Date of Birth or FEI#
Westmark Mortgage Corporation
----------------------------------------------------------------------------------------------------------------------------------
1b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 1.d Zip Code
0000 Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxx XX 00000
----------------------------------------------------------------------------------------------------------------------------------
2. Additional Debtor or Trade Name (Last Name First if an Individual) 2a. Date of Birth or FEI#
----------------------------------------------------------------------------------------------------------------------------------
2b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 2.d Zip Code
----------------------------------------------------------------------------------------------------------------------------------
3. Secured Party (Last Name First if an Individual) Northern Trust Bank of
Florida, N.A.
----------------------------------------------------------------------------------------------------------------------------------
3b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 3.d Zip Code
000 Xxxxxx Xxxx Xxxx Xxxxx XX 00000
----------------------------------------------------------------------------------------------------------------------------------
4. Assignee of Secured Party (Last Name First if an Individual)
----------------------------------------------------------------------------------------------------------------------------------
4b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 4.d Zip Code
----------------------------------------------------------------------------------------------------------------------------------
5. This Financing Statement covers the following types or items of property
[include description of real property on which located and owner of record
when required. If more space is required, attach additional sheet(s)].
See Attached
----------------------------------------------------------------------------------------------------------------------------------
6. Check only if [ ] Products of collateral are also [ ] Proceeds of collateral are [ ] Debtor is
Applicable: covered also covered transmitting utility.
----------------------------------------------------------------------------------------------------------------------------------
7. Check appropriate box: [ ] All documentary stamp taxes due and payable or to become due and payable pursuant to s. 201.22
(One box must be marked) F.S., have been paid
|X| Florida Documentary Stamp Tax is not required.
----------------------------------------------------------------------------------------------------------------------------------
8. In accordance with s. 679.402(2), F.S., this statement is filed without
the 9. Number of additional sheets presented: Debtor's signature to
perfect a security interest in collateral: ________
[ ] already subject to a security interest in another jurisdiction when it was
brought into this state or debtor's location changed to this state. ----------------------------------------
[ ] which is proceeds of the original collateral described above in which a This Space for Use of Filing Officer
security interest was perfected.
[ ] as to which the filing has lapsed. Date filed __________________________ and
previous UCC-1 file number ___________________________________.
[ ] acquired after a change of name, identity, or corporate structure of the
debtor.
----------------------------------------------------------------------------------------
10. Signature(s) of Debtor(s) Westmark Mortgage Corporation
Xxxxxx X. Xxxxx, its Treasurer
-----------------------------------------------------------------------------------------
11. Signature(s) of Secured Party or if Assigned, by Assignee(s)
Xxxxxx X. Xxxxxxxx
-----------------------------------------------------------------------------------------
12. Return Copy to:
Name Xxxxx Xxxxxxx
Northern Trust Bank of Florida, N.A.
Address 000 Xxxxxx Xx.
Xxxx Xxxxx, XX 00000
Address
City, State, Zip
----------------------------------------------------------------------------------------------------------------------------------
STANDARD FORM - FORM UCC-1
EXHIBIT A
to
Financing Statement
of
Westmark Mortgage Corporation
-----------------------------
in favor of Northern Trust Bank of Florida, N.A.
(Consisting of 1 page)
All of Debtor's right, title and interest in the following property or types of
property whether now existing or hereafter arising or acquired, wherever
located:
(a) Accounts (including without limitation all rights to payment for
services or the Inventory, however arising), leases, chattel paper, contract
rights, instruments, life insurance policies, and documents;
(b) General intangibles (including without limitation inventions, designs,
patents, patent applications, trademarks, trade names, copyrights, licenses,
leasehold interests, tax refund claims, guaranty claims, and security interests
or other security held by Debtor to secure accounts);
(c) Inventory, including without limitation returned and repossessed goods;
(d) Goods (other than Inventory), equipment, vehicles, and fixtures,
together with accessions thereto and replacement parts therefor, but excluding
property used exclusively for personal, household, or family use;
(e) All monies, accounts, deposits, and property now or at any time
hereafter in the possession or under the control of Secured Party or its
bailee; (f) All books and records, including without limitation customer
lists, credit files, computer programs, printouts, and other materials and
records,
pertaining to any of the foregoing;
(g) All documents of title evidencing or issued with respect to any of the
foregoing; and
(h) All proceeds and products of all of the foregoing, including without
limitation proceeds of insurance policies insuring the foregoing.
Westmark Mortgage Corporation
By: Xxxxxx X. Xxxxx
Its: Treasurer
STATE OF FLORIDA
UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC-1 (REV. 1993)
This Financing Statement is presented to a filing officer for filing pursuant to the Uniform Commercial Code.
----------------------------------------------------------------------------------------------------------------------------------
1. Debtor (Last Name First if an Individual 1a. Date of Birth or FEI#
Westmark Mortgage Corporation
----------------------------------------------------------------------------------------------------------------------------------
1b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 1.d Zip Code
0000 Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxx XX 00000
----------------------------------------------------------------------------------------------------------------------------------
2. Additional Debtor or Trade Name (Last Name First if an Individual) 2a. Date of Birth or FEI#
----------------------------------------------------------------------------------------------------------------------------------
2b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 2.d Zip Code
----------------------------------------------------------------------------------------------------------------------------------
3. Secured Party (Last Name First if an Individual) Northern Trust Bank of
Florida, N.A.
----------------------------------------------------------------------------------------------------------------------------------
3b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 3.d Zip Code
000 Xxxxxx Xxxx Xxxx Xxxxx XX 00000
----------------------------------------------------------------------------------------------------------------------------------
4. Assignee of Secured Party (Last Name First if an Individual)
----------------------------------------------------------------------------------------------------------------------------------
4b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 4.d Zip Code
----------------------------------------------------------------------------------------------------------------------------------
5. This Financing Statement covers the following types or items of property
[include description of real property on which located and owner of record
when required. If more space is required, attach additional sheet(s)].
See Attached
----------------------------------------------------------------------------------------------------------------------------------
6. Check only if [ ] Products of collateral are also [ ] Proceeds of collateral are [ ] Debtor is
Applicable: covered also covered transmitting utility.
----------------------------------------------------------------------------------------------------------------------------------
7. Check appropriate box: [ ] All documentary stamp taxes due and payable or to become due and payable pursuant to s. 201.22
(One box must be marked) F.S., have been paid
[X] Florida Documentary Stamp Tax is not required.
----------------------------------------------------------------------------------------------------------------------------------
8. In accordance with s. 679.402(2), F.S., this statement is filed without
the 9. Number of additional sheets presented: Debtor's signature to
perfect a security interest in collateral: ________
[ ] already subject to a security interest in another jurisdiction when it was
brought into this state or debtor's location changed to this state. ----------------------------------------
[ ] which is proceeds of the original collateral described above in which a This Space for Use of Filing Officer
security interest was perfected.
[ ] as to which the filing has lapsed. Date filed __________________________ and
previous UCC-1 file number ___________________________________.
[ ] acquired after a change of name, identity, or corporate structure of the
debtor.
----------------------------------------------------------------------------------------
10. Signature(s) of Debtor(s) Westmark Mortgage Corporation
Xxxxxx X. Xxxxx, its Treasurer
-----------------------------------------------------------------------------------------
11. Signature(s) of Secured Party or if Assigned, by Assignee(s)
Xxxxxx X. Xxxxxxxx
-----------------------------------------------------------------------------------------
12. Return Copy to:
Name Xxxxx Xxxxxxx
Northern Trust Bank of Florida, N.A.
Address 000 Xxxxxx Xx.
Xxxx Xxxxx, XX 00000
Address
City, State, Zip
----------------------------------------------------------------------------------------------------------------------------------
STANDARD FORM - FORM UCC-1
EXHIBIT A
to
Financing Statement
of
Westmark Mortgage Corporation
-----------------------------
in favor of Northern Trust Bank of Florida, N.A.
(Consisting of 1 page)
All of Debtor's right, title and interest in the following property or types of
property whether now existing or hereafter arising or acquired, wherever
located:
(a) Accounts (including without limitation all rights to payment for
services or the Inventory, however arising), leases, chattel paper, contract
rights, instruments, life insurance policies, and documents;
(b) General intangibles (including without limitation inventions, designs,
patents, patent applications, trademarks, trade names, copyrights, licenses,
leasehold interests, tax refund claims, guaranty claims, and security interests
or other security held by Debtor to secure accounts);
(c) Inventory, including without limitation returned and repossessed goods;
(d) Goods (other than Inventory), equipment, vehicles, and fixtures,
together with accessions thereto and replacement parts therefor, but excluding
property used exclusively for personal, household, or family use;
(e) All monies, accounts, deposits, and property now or at any time
hereafter in the possession or under the control of Secured Party or its
bailee; (f) All books and records, including without limitation customer
lists, credit files, computer programs, printouts, and other materials and
records,
pertaining to any of the foregoing;
(g) All documents of title evidencing or issued with respect to any of the
foregoing; and
(h) All proceeds and products of all of the foregoing, including without
limitation proceeds of insurance policies insuring the foregoing.
Westmark Mortgage Corporation
By: Xxxxxx X. Xxxxx
Its: Treasurer
NORTHERN TRUST BANK
CLOSING STATEMENT
Borrower: Westmark Group Holdings, Inc.
Lender: Northern Trust Bank of Florida, N.A.
Date: April 30, 1999
Loan Amount: $150,000.00
Deductions: Documentary Stamps 525.00
UCC Filings 77.00
Credit reports 65.24
Net Proceeds available: $149,332.76
Approved
Westmark Group Holdings, Inc.
______________________________
Xxxxxx X. Xxxxx, its Treasurer
NORTHERN TRUST BANK OF FLORIDA, N.A.
By: _______________________________________
Xxxxxx X. Xxxxxxxx, Vice President
