Exhibit 10.1
LOAN AND SECURITY AGREEMENT
This Loan and Security Agreement, dated September 28, 2001, between
GLOBAL ENERGY & ENVIRONMENTAL RESEARCH, INC., a Florida corporation with offices
at 00000 X. Xxxxxxxx Xxxxxx, Xxxx, Xxxxxxx 00000 (hereinafter called "Debtor"),
and 0XXXXXXXX.XXX HOLDINGS, INC., a Delaware corporation, with offices at 000 X.
Xxxxxxxx Xxxxxx, Xxxxx 0, Xxxxxxxx, Xxxxxxx 00000 (hereinafter called "Secured
Party").
WHEREAS, Debtor desires to borrow from Secured Party and Secured Party
desires to lend to Debtor, $500,000.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Debtor hereby grants to Secured Party a security
interest in certain property described in Exhibit A hereto, said security
interest to include a lien on all proceeds, products, accessions and
substitutions of the property (the property, proceeds, products, accessions and
substitutions, are hereinafter sometimes collectively referred to as the
"Collateral").
2. The security interest granted herein is given to secure performance
and payment of all obligations and indebtedness of Debtor to Secured Party of
whatever kind and whenever or however created or incurred (hereinafter called
the "Indebtedness"), including, without limiting the generality of the
foregoing, that certain Promissory Note (hereinafter called the "Debtor's Note")
dated the date hereof, executed by Debtor payable to the order of Secured Party
in the principal amount of $500,000, payable on or before December 1, 2001, with
interest at the rate prescribed therein, which evidences a loan made by Secured
Party to Debtor secured by the Collateral, together with any and all renewals,
extensions or arrangements of the Debtor's Note.
3. If Secured Party shall have required Debtor to deliver to Secured
Party any or all of the Collateral and if Debtor shall receive or become
entitled to receive any rights, distributions or payments of any kind or
description with respect to or on account of such Collateral, Debtor agrees to
accept same as agent for Secured Party, to hold same in trust for Secured Party,
and to forthwith deliver same to Secured Party in the form received, with the
endorsement of Debtor when necessary to be held by Secured Party as Collateral
hereunder.
4. Debtor agrees to pay prior to delinquency, all taxes, charges, liens
and assessments, if any, against the Collateral, and upon the failure of Debtor
to do so, Secured Party at its option may pay any of them and shall be the sole
judge of the legality or validity thereof and the amount necessary to discharge
the same. Any such payment by Secured Party shall be immediately due and payable
by Debtor to Secured Party and shall become part of the Indebtedness secured
hereby.
5. At the option of Secured Party and without necessity of demand or
notice, all or any part of the Indebtedness shall immediately become due and
payable irrespective of any agreed maturity upon the happening of any of the
following events of default ("Events of default"): (a) default in the payment of
any of the Indebtedness when due, after expiration of any applicable grace
period; (b) any breach of this Agreement; (c) the entry of a final judgment in
an amount greater that $50,000, issuance of an injunction or order of attachment
against the Debtor, or any of the Collateral and the same shall remain
undischarged for a period of 30 days during which execution shall not be
effectively stayed; (d) the appointment of a receiver, conservator, custodian,
trustee, or similar person, officer or committee of, or for any property of, the
Debtor which appointment shall not be dismissed within 30 days of such
appointment (e) the insolvency, dissolution, commission of an act of bankruptcy,
assignment for the benefit of creditors, making of a bulk transfer, granting of
a security interest in any property subject to this Agreement, the whole or
partial suspension or liquidation of usual business, or failure in business, of
or by Debtor; (f) the commencement of any proceeding, suit or action under any
provisions of the bankruptcy Act, as amended, or any similar statute, for
adjudication as a bankrupt, reorganization, composition, extension, arrangement,
wage earner's plan, receivership, liquidation or dissolution by or against
Debtor which is not discharged within 30 days thereafter; (g) the Debtor shall
terminate or suspend the transaction of its usual business and such termination
or suspension shall continue for a period of 10 days; or (h) Debtor shall
default in the payment of the principal of or interest on any indebtedness for
borrowed money in an amount greater than $50,000, other than the Debtor's Note
(including, without limitation, any obligation on account of equipment leases or
title retention or conditional sales agreements) beyond any period of grace
provided with respect thereto, or in the performance of, or compliance with, any
term contained in any agreement or instrument evidencing or relating to such
indebtedness, or under which any such indebtedness is created, and shall not
have cured such default within any period of grace provided by such agreement or
instrument, if the effect of such default is to cause or permit the holder of
such indebtedness (or a trustee on behalf of such holder) to cause such
indebtedness to become due prior to its stated maturity.
6. If all or any part of the Indebtedness shall become due and payable
by demand or as specified in Paragraph 5, Secured Party may then, or at any time
thereafter, apply, set-off, collect, draw upon, draft upon, sell in one or more
sales or otherwise dispose of, any or all of the Collateral, in such order as
Secured Party may elect, and any such sale may be made either at public or
private sale at its place of business or elsewhere, either for cash or upon
credit or for future delivery, at such price as Secured Party may deem fair in
its reasonable discretion, and Secured Party may be the purchaser of any or all
Collateral so sold and hold the same thereafter in its own right free from any
claim of Debtor or right of redemption. In the event the collateral is sold in a
private sale, such purchase price shall be at fair market value, utilizing an
independent third party valuation. No such purchase or holding by the Secured
Party shall be deemed a retention by the Secured Party in satisfaction of the
Indebtedness. If any applicable provision of the Uniform Commercial Code of the
State of Florida (the "Uniform Commercial Code") or other law requires Secured
Party to give reasonable notice of any such sale or disposition or other action,
five days prior written notice shall constitute reasonable notice. Secured Party
may require Debtor to assemble the Collateral and make it available to Secured
Party at a place designated by Secured Party which is reasonably convenient to
Secured Party and Debtor. Any sale hereunder may be conducted by an auctioneer
or any officer or agent of Secured Party.
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7. Except as otherwise provided herein or in the Debtor's Note, Secured
Party shall be under no duty whatsoever to make or give any presentment, demand
for performance, notice of nonperformance, protest, notice of protest, notice of
dishonor or notice of intent to accelerate with respect to any Collateral or the
Indebtedness. Secured Party shall not be liable for failure to collect or
realize upon any or all of the Indebtedness or Collateral, or for any delay in
so doing, nor shall Secured Party be under any duty to take any action
whatsoever with regard thereto. Secured Party shall, however, use reasonable
care in the custody and preservation of any Collateral in its possession, and in
attempting to collect the proceeds of any of the Collateral or in permitting
Debtor to make such collection, prior to the expiration dates thereof, but need
not take any steps to keep the Collateral identifiable. Secured Party shall have
no duty to comply with any recording, filing, or other legal requirements
necessary to establish or maintain the validity, priority or enforceability of,
or Secured Party's rights in or to, any of the Collateral.
8. Subject to the provisions of paragraph 7 hereof, Debtor waives any
right to require Secured Party to proceed against any person, exhaust any
Collateral or pursue any other remedy in Secured Party's power; waives any and
all notice of acceptance of this Agreement or of creation or modification of any
of the Indebtedness; and waives any defense arising by reason of any liability
or other defense of any Debtor or any other person, or by reason of the
cessation from any cause whatsoever of the liability of Debtor or any other
person. All dealings between Debtor and Secured Party, whether or not resulting
in the creation of Indebtedness, shall conclusively be presumed to have been had
or consummated in reliance upon this Agreement. Until all Indebtedness shall
have been paid in full, Debtor shall have no right to subrogation, and debtor
waives any right to enforce any remedy which Secured Party now has or may
hereafter have against any Debtor or against any other person and waives any
benefit of and any right to participate in any Collateral or security whatsoever
now or hereafter held by Secured Party. Debtor authorizes Secured Party without
notice or demand and without any reservation of rights against Debtor and
without affecting Debtor's liability hereunder or on the Indebtedness, from time
to time to (a) take and hold security, other than the Collateral, for the
payment of any or all of the indebtedness, and exchange, enforce, waive and
release any or all of the Collateral or other security; and (b) after an Event
of Default as specified in section 5, apply the Collateral or other security and
direct the order or manner of sale thereof as Secured Party in its discretion
may determine.
9. The proceeds of any sale or other disposition of the Collateral and
all sums received or collected by Secured Party from or on account of the
Collateral shall be applied by Secured Party in the manner set forth in Section
9-504 of the Uniform Commercial Code in effect at the time of such sale or other
disposition of the Collateral. Debtor shall remain liable to Secured Party for
any indebtedness, advances, costs, charges and expenses, together with interest
thereon remaining unpaid and shall pay the same immediately to Secured Party.
10. Debtor represents, warrants and agrees that, except for the
security interests of Secured Party (which security interests have been assigned
to Secured Party as Collateral), Debtor owns good and indefeasible title to the
Collateral, and no security interest or lien has been created by Debtor or is
known by Debtor to exist with respect to any Collateral and, to the best of
Debtor's information and belief, no-financing statement or other security
instrument is on file in any jurisdiction covering such Collateral; Debtor will
not create any other security interest or lien and will not file or permit to be
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filed any other financing statement or security instrument; Debtor will execute,
deliver and file such financing statements, security agreements and other
documents as may be requested Secured Party from time to time to confirm,
perfect and preserve the security interest created hereby, and in addition,
hereby authorizes Secured Party to execute on behalf of Debtor, deliver and file
such financing statements, security agreements and other documents without the
signature of Debtor, all at the expense of Debtor.
11. The only office where the Debtor keeps, or will at any time prior
to final release hereof keep, records concerning any part of the Collateral
which is "accounts" as that term is defined in the Uniform Commercial Code is at
the address of Debtor shown at the beginning of this Agreement, which office is
the principal place of business and the location of the chief executive office
of Debtor.
12. Secured Party may transfer any or all of the Indebtedness, and upon
any such transfer Secured Party may transfer any or all of the Collateral and
shall be fully discharged thereafter from all liability with respect to the
Collateral to transferred, and the transferee shall be vested with all rights,
powers and remedies of Secured Party hereunder with respect to Collateral so
transferred; but with respect to any Collateral not so transferred Secured Party
shall retain all rights, powers and remedies hereby given. Secured Party may at
any time deliver any or all of the Collateral to Debtor, whose receipt shall be
a complete and full acquittal for the Collateral so delivered, and Secured Party
shall thereafter be discharged from any liability therefor.
13. The term "Debtor" as used throughout this Agreement shall include
(a) the respective successors and assigns of Debtor; (b) any individual,
association, trust, partnership, corporation, or other entity to which all or
substantially all of the business or assets of Debtor shall have been
transferred or with or into which Debtor shall have been merged, consolidated,
reorganized or absorbed; and (c) in the case of a partnership or joint venture,
any general or limited partnership or joint venture which shall have been
created by reason of, or continued in existence after, the admission of any new
partner, partners or joint venturers therein or the dissolution of the existing
partnership or joint venture by the death, resignation or other withdrawal of
any partner or joint venturer.
14. The execution and delivery of this Agreement in no manner shall
impair or affect any other security (by endorsement or otherwise) for the
payment of the Indebtedness and no security taken hereafter as security for
payment of the Indebtedness shall impair in any manner or affect this Agreement,
all such present future additional security to be considered as cumulative
security.
15. Upon payment in full of all of the Indebtedness, Secured Party will
promptly thereafter release to Debtor all of the Collateral.
16. This is a continuing Agreement and all the rights, powers and
remedies of Secured Party hereunder shall continue to exist until all
Indebtedness shall have been paid in full. Otherwise this Agreement shall
continue irrespective of the fact that any or all of the Indebtedness may have
become barred by any statute of limitations or that the liability of Debtor may
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have ceased, and notwithstanding the death, incapacity or bankruptcy of Debtor
or any other event or proceeding affecting Debtor. The rights, powers and
remedies of Secured Party hereunder shall be in addition to all rights, powers
and remedies given by statute or rule of law and, regardless of whether or not
the Uniform Commercial Code is in effect in the jurisdiction where such rights,
powers and remedies are asserted, Secured Party shall have the rights, powers
and remedies of a Secured Party under the Florida Uniform Commercial Code, as
amended. Secured Party may exercise its bankers' lien or right of set-off with
respect to the Indebtedness in the same manner as if the Indebtedness were
unsecured. No forbearance or delay by Secured Party in exercising any right,
power or remedy shall be deemed a waiver thereof or preclude any other or
further exercise thereof,; and no single or partial exercise of any right, power
or remedy shall preclude any other or further exercise thereof, or the exercise
of any right, power or remedy.
17. Except as the context may otherwise require, any term used herein
that is defined in Articles 1, 5 or 9 of the Uniform Commercial Code shall have
the meaning given therein. If any provision of this Agreement is rendered or
declared illegal or unenforceable by reason of any existing or subsequently
enacted legislation or by a decree of any court of last resort, it is the intent
of the parties that such illegal or unenforceable provision shall be reformed to
the extent required to rectify such illegality or enforceability and all
remaining portions of this Agreement shall remain in full force and effect.
18. Secured Party or its assignees shall remit to Debtor any excess
proceeds of the Collateral over and above the aggregate Indebtedness.
19. Secured Party shall prepare for execution by Debtor such
instruments as may be necessary or appropriate to place of public record and/or
otherwise further to evidence, protect, and perfect the liens referred to
herein. All such instruments presented by Secured Party will be immediately
executed and delivered by Debtor. Debtor hereby irrevocably appoints Secured
Party its attorney-in-fact to execute and deliver any and all such instruments.
The liens herein referred to as security for the Indebtedness, in favor of
Secured Party, are and shall be first, prior and superior to all other liens.
20. All agreements between Debtor and Secured Party are hereby
expressly limited so that in no contingency or event whatsoever, whether by
reason of deferment in accordance with this Agreement or advancement of the loan
proceeds, acceleration of maturity of the Indebtedness, or otherwise, shall the
amount paid or agreed to be paid to Secured Party for the use, forbearance or
detention of the money to be loaned hereunder exceed the maximum permissible
amount paid or agreed to be paid to Secured Party under applicable law. If, from
any circumstance whatsoever, fulfillment of any provision hereof or of the
Debtor Note, at the time performance of such provision shall be due, by law,
then, ipso facto, the obligation to be fulfilled shall be reduced to the limit
of such validity, and if from any circumstance Secured Party should ever receive
as interest an amount which would exceed the highest lawful rate, such amount
which would be excessive interest shall be applied to the reduction of the
principal of the Indebtedness and not to the payment of interest. This provision
shall control every other provision of all agreements between Debtor and Secured
Party.
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21. To induce the Secured Party to enter into the transactions provided
for herein, Debtor represents and warrants to Secured Party that:
(a) Debtor is duly authorized to execute and deliver this
Agreement and the Debtor's Note and to perform all of their
obligations under this Agreement, including the execution,
delivery and performance of whatever additional documents are
necessary or required;
(b) the execution and delivery by Debtor of this Agreement and the
Debtor's Note and the performance by Debtor of its obligations
under this Agreement and the Debtor's Note do not and will not
conflict with any provision of law, or of the charter or
by-laws, or of any other agreement affecting or binding upon
Debtor;
(c) this Agreement and the Debtor's Note, when duly executed and
delivered in accordance with this Agreement, will be, valid
and binding obligations of Debtor enforceable in accordance
with their respective terms, except as limited by bankruptcy,
insolvency or other laws of general application relating to
the enforcement of creditors' rights and except to the extent
that the availability of specific performance thereof may be
limited by principles of equity;
(d) Debtor is a duly organized and validly existing Florida
corporation in good standing under the laws of Florida and is
duly qualified and in good standing as a foreign corporation
in all other jurisdictions where the ownership or leasing of
property makes such qualification necessary;
(e) no part of the proceeds of the Debtor's Note will be utilized
to purchase or carry any "margin stock" (as defined by the
Federal Reserve Board Regulation U) or to extend credit or to
others for the purpose of purchasing or carrying by margin
stock;
(f) no certificate or statement herewith or heretofore delivered
by Debtor to Secured Party in connection herewith, or in
connection with any transaction contemplated hereby, contains
any untrue statement of a material fact or fails to state any
material fact necessary to keep the statements contained
herein from being misleading;
(g) there are no proceedings pending or, to the knowledge of the
Debtor, threatened, nor any outstanding judgment, order, writ,
injunction, decree or award affecting Debtor before any court,
governmental instrumentality or other body which have, or if
adversely determined would have, a material adverse effect on
the condition, business or properties, financial or otherwise,
of Debtor;
(h) Debtor is not in default under the terms of any existing
contract, agreement, lease or other commitment which is
material to any of its properties or assets; and
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(i) Debtor has filed all tax returns required to have been filed,
if any, and has paid all taxes and assessments, if any, except
those for which extensions have been obtained and except those
being contested in good faith by appropriate proceedings.
22. Until Secured Party is paid in full for the principal and interest
of all indebtedness due Secured Party under the terms of this Agreement and the
Debtor's Note, Debtor agrees that it will:
(a) furnish or cause to be furnished to the Secured Party any
financial or other information that the Secured Party may
reasonably deem necessary or desirable;
(b) duly pay and discharge all taxes, assessments and governmental
charges owned by or against Debtor or any of its properties,
prior to the date on which penalty will attach thereto, unless
and only to the extent that any such taxes are contested in
good faith by appropriate proceedings by Debtor;
(c) take whatever actions are necessary to comply with all
statutes and regulations governing its -activities and
operations;
(d) promptly cure any defects in the execution and deliver of this
Agreement and all other instruments executed in connection
with this transaction;
(e) execute and deliver or cause to be executed and delivered any
other instruments or documents which the Secured Party may
reasonably request;
(f) promptly notify the Secured Party of any Event of Default
discovered by Debtor.
(g) immediately upon consummation of any public or private
offering of securities by the Debtor, apply the proceeds
thereof to payment in full of the Indebtedness.
23. The Debtor covenants and agrees that, until payment in full of the
principal of, interest on, the Debtor's Note, the Indebtedness and any other
indebtedness of the Debtor to the Secured Party, whether now existing or
hereafter arising, unless the Secured Party shall otherwise consent in writing,
it will not, directly or indirectly:
(a) permit any material adverse change in the condition, financial
or otherwise, or the operations of the Debtor;
(b) declare or pay, or set apart any funds for the payment of, any
dividends (other than dividends payable in capital stock of
the Debtor) on any shares of capital stock of any class of the
Debtor, or apply any of its funds, property or assets to, or
set apart any funds, property or assets for, the purchase,
redemption or other retirement of, or make any other
distribution, by reduction of capital or otherwise, in respect
of, any shares of any class of capital stock of the Debtor;
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(c) incur, create, assume, become or be liable in any manner with
respect to, or permit to exist, any indebtedness or liability
(including capitalized lease obligations), except:
(i) indebtedness to the Secured Party; or
(ii) indebtedness with respect to trade obligations and
other normal accruals in the ordinary course of
business not yet due and payable, or with respect to
which it is contesting in good faith the amount or
validity thereof by appropriate proceeds, and then
only to the extent it has set aside on its books
adequate reserves therefor.
(d) Create, incur, assume or suffer to exist any mortgage, pledge,
lien, charge or other encumbrance of any nature whatsoever on
any part of the Collateral now or hereafter owned, other than:
(i) liens securing the payment of taxes, and other
governmental charges, either not yet due or the
validity of which is being contested in good faith by
appropriate proceedings, and as to which it shall
have set aside on its books adequate reserves;
(ii) deposits under worker's compensation, unemployment
insurance and social security laws, or to secure
statutory obligations; or
(iii) liens securing obligations of the Debtor to the
Secured Party under this Agreement.
(e) Except as otherwise explicitly permitted by this Agreement,
guarantee, endorse or otherwise in any way become or be
responsible for obligations of any other person, whether by
agreement to purchase the indebtedness of any other person, or
agreement for the furnishing of funds to any other person,
through purchase of goods, supplies or services, or by way of
stock purchase, capital contribution, advance or loan, for the
purpose of paying or discharging any indebtedness or
obligation of such other person, or otherwise, except
endorsements on negotiable instruments for collection in the
ordinary course of business.
(f) Except in the ordinary course of its business, sell, lease,
transfer or otherwise dispose of its properties, assets,
rights or licenses to any person.
(g) Dissolve, liquidate, consolidate or merge with, or otherwise
acquire all or substantially all of the assets or properties
of, any other corporation, partnership, business, firm, person
or other entity, or make any change in its legal name or the
name under which it conducts business.
(h) Sell, assign, discount or dispose in any way of any accounts
receivable, promissory notes or trade acceptance held by the
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Debtor, with or without recourse, except for collection
(including endorsements) in the ordinary course of business.
24. Any notices or other communication required or permitted to be
given by this Agreement or any other document and instruments referred to herein
must be given in writing and must be telegraphed, telexed, telecasted,
personally delivered or mailed by prepaid certified or registered mail return
receipt requested to the party to whom such notice or communication is directed
at the address of such party set forth hereinabove. Any notice or communication
required or permitted hereunder shall be deemed to be given on the earlier of
the date of actual receipt or upon the third day after the date the notice or
communication is mailed, or, if such notice is given by telegram, telex or
telecopy, when sent. Any party may change its address for purposes of this
Agreement by giving notice of such change to all other parties pursuant to this
Section.
25. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida and the substantive laws of the State of
Florida shall govern the validity, construction, enforcement and interpretation
of this Agreement and all other documents and instruments referred to herein,
unless otherwise specified therein or unless the laws of another state require
the application of the laws of such state. At the option of the Secured Party,
an action may be brought to enforce this Agreement in the state courts of
Florida.
26. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, and all of which shall constitute
one and the same document.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.
GLOBAL ENERGY & ENVIRONMENTAL
RESEARCH, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx, President and CEO
0XXXXXXXX.XXX HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxxxxxx, President
Attached:
Exhibit A - Description of Collateral
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EXHIBIT A
Debtor: Global Energy & Environmental Research, Inc.
00000 X. Xxxxxxxx Xxxxxx
Xxxx, Xxxxxxx 00000
Secured Party: 0xxxxxxxx.xxx Holdings, Inc.
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0
Xxxxxxxx, Xxxxxxx 00000
Description of Collateral (the "Collateral")
1. All Accounts (as defined in Paragraph 6(a) below) and Accounts
Receivable (as defined in Paragraph 6(a) below);
2. All Equipment (as defined in Paragraph 6(b) below);
3. All General Intangibles (as defined in Paragraph 6(c) below);
4. All Inventory (as defined in Paragraph 6(d) below); and
5. To the extent not otherwise included, all Proceeds (as defined in
Paragraph 6(e) below) and products of any or all of the foregoing.
6. For the purposes hereof, the terms below shall be defined as
follows:
(a) "Accounts" and "Accounts Receivable" shall include,
without limitation, "accounts" as defined in the UCC (as defined in Paragraph
6(f) below), and also all: accounts, accounts receivable, credit card receipts,
notes receivables and rights to payment for credit extended and for goods sold
or leased, or services rendered, whether or not yet earned by performance; all
Inventory which gave rise thereto, and all rights associated with such
Inventory; all reclaimed, returned, rejected or repossessed Inventory (if any),
the sale of which gave rise to any Account.
(b) "Equipment" shall include, without limitation, "equipment"
as defined in the UCC, and also all motor vehicles, rolling stock, machinery,
office equipment, plant equipment, tools, dies, molds, store fixtures,
furniture, and other goods, property, and assets which are used and/or were
purchased for use in the operation or furtherance of the Debtor's business, and
any and all accessions, additions thereto, and substitutions therefore.
(c) "General Intangibles" shall mean "general intangibles" as
defined in the UCC.
(d) "Inventory" shall include, without limitation, "inventory"
as defined in the UCC and also all: goods, wares, merchandise, raw materials,
work in process, finished goods, and all packaging, advertising, and shipping
materials and documents related to any of the foregoing, and all labels, and
other devices, names or marks affixed or to be affixed thereto for identifying
or selling the same, and other personal property of every description held for
sale or lease or furnished or to be furnished under a contract or contracts of
sale or service by the Debtor, or used or consumed or to be used or consumed in
the Debtor's business, and all goods of said description which are in transit,
and all returned, repossessed and rejected goods of said description, and all
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such goods of said description which are detained from or rejected for entry
into the United States, and all documents whether or not negotiable) which
represent any of the foregoing.
(e) "Proceeds" include, without limitation, "Proceeds" as
defined in the UCC.
(f) "UCC" shall mean the Uniform Commercial Code as presently
in effect in the State of Florida.
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