SECURITY AGREEMENT
SECURITY AGREEMENT, made and entered into as of the 16th day of June,
1993, by NETWORK LICENSING, INC., a North Carolina corporation having its
principal place of business at 0000/0 Xxxx Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxx
Xxxxxxxx, 00000 (the "Company"), in favor of XXXXXXX X. XXXXX, an individual
residing at 000 Xxxxxx Xxxx Xxxx, Xxx Xxxxxxxxx, Xxxxxxxxxxx, 00000 (the
"Secured Party").
W I T N E S S E T H:
WHEREAS, the Company and Secured Party have executed an Assignment of
License Agreement of even date herewith (the "Assignment");
WHEREAS, the Assignment requires that the Company make, or have made on
its behalf, certain payments to Secured Party (the "Payments");
WHEREAS, to induce Secured Party to execute the Agreement, the Company
agreed to secure payment of the Payments by the grant of a security interest in
all of the Company's right, title and interest in and under the New License
Agreement (as that term is defined in the Assignment) (the "Collateral");
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Company hereby grants to Secured Party a security interest in
the Collateral.
2. The occurrence of the following shall constitute the sole event of
default hereunder:
Secured Party is the prevailing party (as that term is defined
in the Assignment)
in a lawsuit filed by Secured Party against the Company to collect
amounts allegedly owed by the Company to Secured Party under the
Assignment and a judgment shall have been entered against the Company
in connection with said lawsuit which is not dismissed, discharged or
bonded within forty-five (45) days or appealed from and stayed within
such time period.
3. Upon the occurrence of any event of default hereunder, Secured Party
shall have, with respect to the Collateral, all of the rights and remedies of a
secured party under the applicable provisions of the Uniform Commercial Code as
in effect in the State of North Carolina and may, but shall not be obligated to,
exercise all of the Company's rights and perform all of the Company's
obligations under the Assignment and the New License Agreement.
4. The Company agrees to execute and deliver to Secured statements and
other documents as Secured Party such financing statements and other documents a
secure Party may reasonably request to perfect its security interest in the
Collateral.
5. This Security Agreement shall terminate automatically upon payment
in full of the Payments required under the Assignment.
6. This Security Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, arrangements and understandings related
thereto. This Security Agreement may not be modified or amended in any manner
except by written agreement.
7. The covenants and agreements contained herein shall be binding upon
and inure
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to the benefit of the parties hereto, their heirs, executors, administrators,
successors, legal representatives and assigns.
8. Any notice required or permitted to be sent under the terms of this
Security Agreement shall be deemed sufficient if transmitted by certified or
registered mail, or any nationally recognized overnight delivery service,
addressed to the parties at the addresses first above written.
9. This Security Agreement shall be interpreted under and pursuant to
the laws of the State of North Carolina, and the parties consent to jurisdiction
in said state.
IN WITNESS WHEREOF, the Company and Secured Party have caused this
Security Agreement to be executed under seal on the day and year first above
written.
NETWORK LICENSING, INC.
[CORPORATE SEAL]
Attest: By: /s/ XXXXXX X. XXXXXXX III
President
/s/ XXXXXXX X. XXXXXXXXX
Secretary
/s/ XXXXXXX X. XXXXX (SEAL)
Xxxxxxx X. Xxxxx
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