EXHIBIT 10.11
SECURITY AGREEMENT
THIS SECURITY AGREEMENT, dated as of July 1, 2002, is made by
EarthNetMedia, Inc., a Nevada corporation ("Borrower") in favor of Xxxx Xxxxx
and Felizian Xxxx, husband and wife (together, "Lender").
WHEREAS, Borrower has received advances and loans and other extensions
of credit from time to time from Lender (including without limitation deferral
of salary obligations and rent), certain of which are evidenced by a promissory
note of even date herewith (as the same may be amended, modified, supplemented,
renewed or replaced from time to time, the "Note") and Borrower expects to
receive additional extensions of credit of similar natures from Lender in the
future; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower hereby agrees as follows:
1. As security for the due and punctual payment of each sum now
or hereafter due whether at stated maturity, by acceleration or otherwise
(including the payment of amounts which would become due but for the operation
of an automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
ss.362(a)) from Borrower to Lender, and for the due and punctual performance of
each and every obligation now or hereafter existing of Borrower to Lender,
pursuant to the Note, other promissory notes, and otherwise, whether for
principal, premium, interest (including without limitation interest which, but
for the filing of a petition in bankruptcy with respect to Borrower, would
accrue on such obligations), payments for early termination, fees, expenses or
otherwise, direct or indirect (including participations or any interest of
Lender in obligations of Borrower to others), acquired outright, conditionally,
or as collateral security from another, absolute or contingent, joint or
several, secured or unsecured, due or not, contractual or tortious, liquidated
or unliquidated, arising by operation of law or otherwise, and all obligations
of Borrower under this Security Agreement (collectively, the "Obligations"),
Borrower hereby grants to Lender a continuing security interest in all of the
personal property of Borrower and any and all proceeds and products thereof (all
such property and proceeds being hereafter referred to as the "Collateral"),
whether now or hereafter existing, wherever located, and in which Borrower now
has or hereafter has any right, title or interest, including without limitation:
(a) Equipment;
(b) Inventory;
(c) Accounts;
(d) Chattel Paper;
(e) Instruments (including promissory notes);
(f) General Intangibles, including without limitation all of
Borrower's intellectual property (including specifically
without limitation all television programming);
(g) Investment Property;
(h) Documents;
(i) Deposit Accounts;
(j) Letter of Credit Rights;
(k) Supporting Obligations; and
(l) To the extent not included in Subsections 1(a) through
1(k) above, all products and proceeds of the foregoing.
Any capitalized term herein that is defined in the California Uniform Commercial
Code ("CUCC") and not defined in this Security Agreement shall have the meaning
given to it in the CUCC (as may be amended from time to time). Borrower hereby
authorizes Lender to file one or more financing statements describing the
Collateral.
2. Anything herein to the contrary notwithstanding:
(a) Borrower shall remain liable under the contracts and
agreements included in the Collateral to the extent set forth therein
to perform all of its duties and obligations thereunder to the same
extent as if this Security Agreement had not been executed;
(b) The exercise by Lender of any of the rights hereunder
shall not release Borrower from any of its duties or obligations under
the contracts and agreements included in the Collateral; and
(c) Lender shall not have any obligation or liability under
the contracts and agreements included in the Collateral by reason of
this Security Agreement, nor shall Lender be obligated to perform any
of the obligations or duties of Borrower thereunder or to take any
action to collect or enforce any claim for payment assigned hereunder.
3. Borrower represents and warrants that:
(a) The execution and delivery of this Security Agreement has
been duly authorized by all necessary corporate action by Borrower.
(b) Borrower has rights in or the power to transfer the
Collateral and its title to of the Collateral is free and clear of any
lien, security interest, charge or encumbrance except for the security
interest created by this Security Agreement. No effective financing
statement or
other instrument similar in effect covering all or any part of the
Collateral is on file in any recording office, except (i) such as may
have been filed in favor of Lender relating to this Security Agreement
or (ii) for which duly executed termination statements have been
delivered to Lender, or (iii) such as have been disclosed in writing to
Lender and may have been filed for information purposes only by persons
leasing property to Borrower;
(c) The pledge and charge of and grant of a security interest
in the Collateral pursuant to this Security Agreement together with the
steps taken pursuant to this Security Agreement for perfection (that
is, the filing of a financing statement with the Nevada Secretary of
State, entering into control agreements with organizations at which
Borrower maintains deposit accounts, acknowledgment from third parties
holding Collateral that they are doing so for the benefit of Lender,
and continued possession by Lender of the money, negotiable documents
and other property for which possession is required under the CUCC to
perfect a security interest) creates or, with respect to after-acquired
property, will create when Borrower has rights in such property, a
valid and perfected first priority security interest in the Collateral,
securing the payment of the Obligations, to the extent a security
interest in such Collateral may be perfected by filing of a financing
statement with the Nevada Secretary of State, by control agreements as
to deposit accounts, by written acknowledgement by third party bailees
and custodians, or by Lender's possession thereof, respectively;
(d) The chief place of business of Borrower and the books and
records relating to the Collateral are located at the address set forth
below;
000 Xxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx 00000-0000
(e) Except as set forth in paragraph (c) of this Section, no
authorization, approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body or any other person
is required either (i) for the grant by Borrower of the security
interest granted hereby or for the execution, delivery or performance
of this Security Agreement by Borrower or (ii) for the perfection of
such security interest or the exercise by Lender of its rights and
remedies provided for in this Security Agreement (except as may be
required in connection with such granting or perfection by laws
affecting the offering and sale of securities generally or by laws
affecting the transferring of certificates of title for motor vehicles
or by the Uniform Commercial Code with respect to the exercise of sale
and other rights and remedies granted under this Security Agreement);
(f) All accounts are and will, at all times pertinent hereto,
be bona fide existing obligations created by sale and delivery of
merchandise or rendition of services to customers in the ordinary
course of business, free of liens and security interests and
unconditionally owed to Borrower without defenses, disputes, offsets,
counterclaims, rights of return or cancellation, and Borrower has no
knowledge of any fact, including without limitation any imminent or
threatened bankruptcy, insolvency, or financial embarrassment of any
account debtor, which would impair the validity or collectibility of
any of the accounts or of the instruments connected with such accounts,
and each obligor liable upon the accounts or upon the instruments
connected with such accounts has and will have capacity to contract;
(g) Borrower's true and complete legal name is set forth in
the first paragraph of this Security Agreement, and Borrower has not
had or used any other name within the past five years, except as
indicated below:
None
(h) Borrower is presently organized and existing under the
laws of Nevada.
(i) Each representation and warranty set forth in the Note as
to Borrower is true and correct in all material respects, and such
representations and warranties are hereby incorporated herein by this
reference with the same effect as though set forth in their entirety
herein.
4. Until Lender exercises its right to collect proceeds and
amounts in respect of the Collateral pursuant to this Security Agreement,
Borrower will collect with diligence and at its own expense any and all proceeds
and amounts in respect of the Collateral. Upon the occurrence and continuance of
an Event of Default (as defined below), upon written request by Lender, any such
collections made by Borrower shall be held in trust for Lender, and Borrower
shall keep all such collections separate and apart from all other funds and
property so as to be capable of identification as the property of Lender and
shall deliver such collections at such time as Lender may request to Lender in
the identical form received, properly endorsed or assigned when required to
enable Lender to complete collection thereof.
5. Borrower shall:
(a) permit representatives of Lender to inspect the Collateral
and Borrower's books and records relating to the Collateral and make
extracts therefrom, during Borrower's regular business hours, and to
arrange for verification of the amount of Collateral, under procedures
acceptable to Lender, directly with Borrower's debtors or otherwise at
Borrower's expense;
(b) promptly notify Lender of any attachment or other legal
process levied against any of the Collateral and any information
received by Borrower relative to the Collateral, Borrower's debtors or
other persons obligated in connection therewith, which may in any way
affect the value of the Collateral or the rights and remedies of Lender
in respect thereto;
(c) promptly notify Lender of any change in the state of
incorporation or organization, as the case may be, of Borrower;
(d) promptly notify Lender of each bank or other account into
which proceeds or revenues of the Collateral are or will be deposited;
(e) reimburse Lender upon demand for any and all costs,
including without limitation reasonable attorneys' and accountants'
fees, and other expenses incurred in collecting any sums payable by
Borrower under any obligation secured hereby, enforcing or defending
any term or provision of this Security Agreement or otherwise or in the
checking, custody,
preservation, use, handling and collection of the Collateral (from any
person whomsoever) and the negotiation, preparation, enforcement, and
defense of any agreement relating thereto;
(f) promptly notify Lender of each location at which the
Collateral is or will be kept, other than for temporary processing,
repair, storage or similar purposes, and of any removal thereof to a
new location, including without limitation each office of Borrower at
which records relating to the Collateral are kept;
(g) provide, maintain and deliver to Lender policies of
insurance insuring the Collateral in the name of and with loss or
damage payable to Lender, as its interest may appear, against loss or
damage by fire and other hazards including but not limited to extended
coverage, theft, burglary, bodily injury and such other risks, with
such companies and in such amounts, as is required by Lender at any
time (all such policies providing 30 days minimum written notice of
cancellation to Lender) and Borrower will deliver to Lender the
original or duplicate policies, or certificates or other evidence
satisfactory to Lender of compliance with the foregoing insurance
provisions, and Borrower will promptly notify Lender of any loss or
damage to any of the Collateral or arising from its use, and, in the
event Lender takes possession of the Collateral, the insurance policy
or policies and any unearned or returned premium thereon shall at the
option of Lender become the sole property of Lender;
(h) do all acts necessary to maintain, preserve and protect
all Collateral, keep all Collateral in good condition and repair and
prevent any waste or unusual or unreasonable depreciation thereof;
(i) after an Event of Default shall occur and be continuing,
segregate the proceeds of the Collateral received by Borrower from
other property of Borrower, and hold the same in trust as the exclusive
property of Lender, and immediately deliver to Lender the identical
checks, monies, or other proceeds of Collateral received, duly endorsed
in blank where appropriate to effectuate the provisions hereof, the
same to be held by Lender as additional Collateral hereunder or, at
Lender's option, to be applied to payment of any of the Obligations,
whether or not due and in any order;
(j) acknowledge and agree that Lender, at its option, may
apply any insurance monies received at any time to the cost of repairs
to or replacements for the Collateral and/or to payment of any of the
Obligations, whether or not due, in any order Lender may determine, any
surplus (after payment of all costs, reasonable attorney's fees and
disbursements) to be remitted to Borrower, who shall remain liable for
any deficiency;
(k) make, and continue to make, payment or deposit or
otherwise provide for the payment, when due, of all taxes, assessments
or contributions required by law which have been or may be levied or
assessed against Borrower, whether with respect to any of the
Collateral, to any wages or salaries paid by Borrower, or otherwise,
and will deliver to Lender, on demand, certificates or other evidence
satisfactory to Lender attesting thereto;
(l) shall join with Lender at its request from time to time in
executing financing statements, control agreements, acknowledgments of
bailees and of custodians,
amendments thereto and continuation statements, and pay the cost of the
filing of the same whenever Lender deems desirable, and execute and
deliver to Lender further documents and instruments and do such other
acts and things as Lender may reasonably request in order to effectuate
fully the purpose and intent of this Security Agreement; and
(m) shall cooperate with Lender in obtaining control (as that
term is used in the CUCC) with respect to Collateral consisting of
Deposit Accounts, Investment Property, Letter of Credit Rights and
Electronic Chattel Paper.
6. Except as otherwise permitted by the Note, Borrower shall not:
(a) Sell, assign (by operation of law or otherwise) or
otherwise dispose of, lease, license, or grant any option with respect
to, any of the Collateral, except that prior to the exercise of rights
by Lender during the continuance of an Event of Default hereunder,
Borrower may sell Collateral consisting of furniture, furnishings,
inventory and obsolete equipment in the ordinary course of its business
and in accordance with its past practices and may license to any person
in the ordinary course of business the right to use any television
programming, trademark, patent or copyright owned by Borrower and
Borrower may dispose of cash proceeds in the ordinary course of its
business; nor
(b) Create or suffer to exist any lien, security interest or
other charge or encumbrance upon or with respect to any of the
Collateral to secure debt or other obligations of any person or entity,
except for security interests in favor of Lender, nor
(c) Permit any of the Collateral to become a part of or
affixed to real property without prior written notice to Lender and
without first making all arrangements, and delivering, or causing to be
delivered, to Lender all instruments and documents, including without
limitation waivers and subordination agreements by any landlords or
mortgagees, requested by and satisfactory to Lender to preserve and
protect the first priority security interest granted herein against all
persons; nor
(d) Create any chattel paper without placing a legend thereon
acceptable to Lender indicating that Lender has a security interest in
the Chattel Paper.
7. Lender may at any time, without prior notice to Borrower,
collect proceeds and amounts in respect of the Collateral and may, in its sole
discretion and at any time, demand, xxx for, collect or receive any money or
property at any time payable or receivable on account of or in exchange for, or
make any compromise or settlement deemed desirable by Lender with respect to,
any of the Collateral, and/or extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, or release, any of the
Collateral or the Obligations, all without notice to or consent by Borrower and
without otherwise discharging or affecting the Obligations, the Collateral or
the security interest granted herein. To effectuate the terms and provisions
hereof, Borrower hereby designates and appoints Lender and its designees or
agents as attorney-in-fact of Borrower, irrevocably and with power of
substitution, with authority to endorse the name of Borrower on any notes,
acceptances, checks, drafts, money orders, instruments or other evidences of
payment or proceeds of the Collateral that may come into Lender's possession; to
sign the name of Borrower on any documents or drafts against and notices to
debtors or obligors of Borrower, assignments and requests for verification of
claims; to execute proofs of claim and loss; to execute any endorsements,
assignments, or other instruments of conveyance or transfer; to adjust and
compromise any claims under insurance policies; to execute releases; and to do
all other acts and things necessary and advisable in the sole discretion of
Lender to carry out and enforce this Security Agreement. All acts of said
attorney or designee are hereby ratified and approved, and said attorney or
designee shall not be liable for any acts of commission or omission, nor for any
error of judgment or mistake of fact or law. This power of attorney, being
coupled with an interest, is irrevocable while any of the Obligations shall
remain unpaid.
8. (a) Any of the following events shall constitute a default
(each an "Event of Default") under this Security Agreement:
(i) an Event of Default under the Note; or
(ii) failure of Borrower to perform any of Borrower's
obligations under this Security Agreement;
(iii) Lender shall at any time receive a state UCC filing
office report indicating that Lender's security interest here-
under is not prior to all other security interests or other
interests reflected in that report; or
(iv) in the event of loss, theft, substantial damage to or
destruction of any of the Collateral, or the making or filing
of any lien, levy, or execution on, or seizure, attachment of
or garnishment of, any of the Collateral.
(b) Upon default by Borrower under this Security Agreement,
Lender at its option and without notice to Borrower may do any one or
more of the following:
(i) immediately or from time to time take possession of
any or all of the Collateral, wherever it may be found, using
all reasonable force so to do, or from time to time require
Borrower, at Borrower's expense, to assemble any or all of the
Collateral, and make it available to Lender at a place
designated by Lender which is reasonably convenient to
Borrower and Lender; provided, however, that Borrower hereby
waives all claims for damages due to, arising from or
connected with any such taking;
(ii) from time to time proceed in the foreclosure of
Lender's security interest in any or all of the Collateral in
any manner permitted by law or provided for herein;
(iii) sell, lease or otherwise dispose of any or all of
the Collateral at public or private sale, with or without
having any or all of the Collateral at the place of sale, upon
terms and in such manner as Lender may determine, and Lender
may purchase any or all of the Collateral sold at any such
sale and Lender may specifically disclaim any warranty of
title or the like at its sole option;
(iv) retain all or any of the Collateral in full
satisfaction of the Obligations;
(v) appropriate, set off and apply to the payment of any
or all of the Obligations, any or all Collateral in or coming
into the possession of Lender or its agents and belonging or
owing to Borrower, without notice to Borrower, and in such
manner as Lender may in its discretion determine;
(vi) receive, take, endorse, assign, deliver, accept and
deposit, in its or Borrower's name, any or all checks, notes,
drafts, remittances and other instruments and documents
relating to the Collateral;
(vii) receive, open and dispose of all mail addressed to
Borrower and notify postal authorities to change the address
for delivery to such address as Lender may designate;
(viii) transmit to account debtors notice of Lender's
interest therein and to request from such account debtors at
any time, in Lender's or Borrower's name or that of Lender's
designee, information concerning the accounts and the amounts
owing thereon;
(ix) notify account debtors to make payment directly to
Lender;
(x) take or bring, in Lender's or Borrower's name, all
steps, actions, suits or proceedings deemed by Lender
necessary or desirable to effect collection of the Collateral;
(xi) execute in Borrower's name and on Borrower's behalf
any UCC financing statements or amendments thereto;
(xii) settle, compromise or release, in whole or in part,
any amounts owing on the Collateral, prosecute any action,
suit or proceeding with respect to the Collateral, extend the
time of payment of any and all Collateral, make allowances and
adjustments with respect thereto, issue credits in Lender's or
Borrower's name;
(xiii) exercise any or all other rights or remedies
available to Lender in accordance with the Uniform Commercial
Code as from time to time in effect in the state in which the
Collateral is located; and
(xiv) exercise any or all rights of Lender pursuant to this
Security Agreement, the Note, or now or hereafter existing at
law, in equity or by statute in such order, at such times and
in such manner as Lender, may, in its sole and exclusive
judgment, determine.
After five (5) days' prior written notice to Borrower and before any such
disposition, Lender at its option may cause any or all of the Collateral to be
repaired or reconditioned in such manner and to such extent as Lender may deem
advisable, and any sums expended therefor by Lender shall be repaid by Borrower
and secured by this Security Agreement. Lender shall have no obligation,
however, to clean-up or otherwise condition the Collateral for sale. If a
sufficient sum is not realized from any such disposition of Collateral to pay
all obligations secured hereby, Borrower hereby promises and agrees to pay
Lender any deficiency upon demand. Lender has no obligation to attempt to
satisfy the Obligations by collecting them from any other person
liable for them, and Lender may release, modify, or waive any Collateral
provided by any other person to secure the Obligations, all without affecting
Lender's rights against Borrower. Borrower waives any right it may have to
require Lender to pursue any third person for any of the Obligations. If any of
the Collateral is sold by Lender for future delivery, Lender shall not be liable
for the failure of the purchaser to pay for same and in such event Lender may
resell such Collateral. If Lender sells any of the Collateral on credit,
Borrower will be credited only with payment actually made by the purchaser,
received by Lender, and applied to the indebtedness of the purchaser. If the
purchaser fails to pay for the Collateral, Lender may resell the Collateral, and
Borrower shall be credited with the proceeds of the re-sale. Lender may buy any
part or all of the Collateral at any public sale (free from any right of
redemption, which is expressly waived), and if any part or all of the Collateral
is of a type customarily sold in a recognized market or is of the type which is
the subject of widely distributed standard price quotations, Lender may buy at
private sale and may make payment therefor by any means.
9. Any cash held by Lender as Collateral after and during the
continuance of an Event of Default, and any cash held by Lender as Collateral
and all cash proceeds received by Lender (all such cash being "Proceeds") in
respect of any sale of, collection from, or other realization upon all or any
part of the Collateral, shall be applied promptly from time to time by Lender:
FIRST, to the payment of the costs and expenses of such sale,
collection or other realization, including reasonable compensation to
Lender and its agents and counsel, and all expenses, liabilities and
advances made or incurred by Lender in connection therewith;
SECOND, to the payment of the Obligations; and
THIRD, after payment in full of all Obligations, to Borrower or its
successors or assigns, or to whomsoever may be lawfully entitled to
receive the same or as a court of competent jurisdiction may direct, of
any surplus then remaining from such Proceeds.
10. No waiver of any breach of or default under any provision of
this Security Agreement shall constitute or be construed as a waiver by Lender
of any subsequent breach of or default under that or any other provision of this
Security Agreement.
11. No remedy herein conferred upon Lender is intended to be
exclusive of any other remedy herein or in any other agreement between the
parties hereto or by law provided or permitted, but each shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law, in equity or by statute.
12. Lender shall not be deemed to assume any responsibility for,
or obligation or duty with respect to, any part or all of the Collateral, of any
nature or kind, or any matter or proceedings arising out of or relating thereto,
including without limitation any obligation or duty to take any action to
collect, preserve or protect its or Borrower's rights in the Collateral or
against any prior parties thereto, but the same shall be at Borrower's sole risk
at all times. Borrower hereby releases Lender from any claims, causes of action
and demands at any time
arising out of or with respect to this Security Agreement, the Obligations, the
use of the Collateral and/or any actions taken or omitted to be taken by Lender
with respect thereto, and Borrower hereby agrees to hold Lender harmless from
and with respect to any and all such claims, causes of action and demands.
Lender shall in no way or manner be liable or responsible for any act of default
of any carrier, warehouseman, bailee, forwarding agency, or any other person
whosoever. All risk or loss, damage or destruction of the Collateral shall be
borne by Borrower.
13. Borrower hereby waives presentment, notice of dishonor and
protest of all instruments included in or evidencing any of the Obligations or
the Collateral, and any and all other notices and demands whatsoever (except as
expressly provided herein).
14. If Borrower fails to make any payment or do any act required
by this Security Agreement, then Lender without notice to or demand on Borrower
may, but is not obliged to, make any payments and do any acts that Lender may
consider necessary to protect Lender's security interest in the Collateral, and
Borrower hereby authorizes Lender to take possession of any or all of the
Collateral and to pay, purchase, contest and compromise any encumbrance, charge
or lien that in the judgment of Lender is or may be prior or superior to
Lender's security interest.
15. All judicial proceedings brought against Borrower with respect
to this Security Agreement may be brought in any state or federal court of
competent jurisdiction in Los Angeles County in the State of California, and, by
execution and delivery of this Security Agreement, Borrower accepts for itself
and in connection with its properties, generally and unconditionally, the
nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be
bound by any judgment rendered thereby in connection with this Security
Agreement. Borrower irrevocably waives any right it may have to assert the
doctrine of FORUM NON CONVENIENS or to object to venue to the extent any
proceeding is brought in accordance with this Section. Borrower hereby agrees
that service upon it by mail at the address set forth in this Security Agreement
shall constitute sufficient notice. Nothing herein shall affect the right to
serve process in any other manner permitted by law or shall limit the right of
Lender to bring proceedings against Borrower in courts of any jurisdiction.
16. BORROWER AND LENDER HEREBY AGREE TO WAIVE THEIR RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
SECURITY AGREEMENT, ANY OBLIGATION OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THE EXTENSIONS OF CREDIT EVIDENCED BY THE NOTE AND THE
LENDER/BORROWER RELATIONSHIP BETWEEN BORROWER AND LENDER. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of this transaction,
including without limitation contract claims, tort claims, breach of duty claims
and all other common law and statutory claims. Borrower and Lender each
acknowledge that this waiver is a material inducement to enter into a business
relationship, that each has already relied on the waiver in entering into this
Security Agreement and that each will continue to rely on the waiver in their
related future dealings. Borrower and Lender further warrant and represent that
each has reviewed this waiver with its legal counsel, and that each
knowingly and voluntarily waives its jury trial rights following consultation
with legal counsel. THIS WAIVER IS IRREVOCABLE, AND THE WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
SECURITY AGREEMENT, OR TO THE NOTE. In the event of litigation, this Security
Agreement may be filed as a written consent to a trial by the court.
17. Without limiting any other provision of this Security
Agreement, Borrower hereby authorizes Lender to execute in Borrower's name
and/or to file and/or deliver on behalf of Borrower any documents, instruments
and forms, and take any actions necessary or appropriate to perfect Lender's
security interest granted hereunder and to continue such perfection in effect so
long as this Security Agreement remains in effect, including without limitation
the filing of financing statements, notices of this Security Agreement
(including without limitation filings with the United States Patent and
Trademark Office and the United States Copyright Office that Lender may deem
necessary or appropriate) and continuation statements and amendments and notices
to custodians and bailees.
18. In case any provision of this Security Agreement shall be
invalid, illegal or unenforceable, such provision shall be severable from the
rest of this Security Agreement, and the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
19. This Security Agreement cannot be changed, modified or
supplemented except in a writing signed by the party against whom enforcement of
such change, modification or supplement is sought.
20. This Security Agreement and all Obligations shall be binding
upon the successors or assigns of Borrower, shall bind all persons who become
bound as a debtor under this Security Agreement, and shall, together with the
rights and remedies of Lender hereunder, inure to the benefit of Lender, its
successors, endorsees and assigns.
21. THIS SECURITY AGREEMENT IS AND SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, EXCEPT TO THE
EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTERESTS HEREUNDER OR
REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. Unless otherwise
defined herein, terms used in Division 9 of the Uniform Commercial Code of
California are used herein as therein defined.
IN WITNESS WHEREOF, Borrower has executed this Security Agreement as of the date
first set forth above.
EarthNetMedia, Inc., a Nevada corporation
By: /s/ XXXX XXXXX
Its: CEO & President
By: /s/ FELIZIAN XXXX
Its: Chairman
EXHIBIT A
UCC-1 FINANCING STATEMENT
