Exhibit 10.12
COLLATERAL &
SECURITY AGREEMENT
1. Security Interest . Writer
hereby grants to Holder a security interest in the following
described property (“Security” or
“Collateral” or “Security Interest”):
$1,000,000 WORTH OF A-1
MONEY MARKET FUND
This Collateral
and security interest will secure the payment and performance of
the Writer’s Secured & Collateralized Promissory
Note Document C-02152008 in the amount of $1,000,000 (one
million).
2. Warranties and Covenants of
Writer . Writer makes the following warranties and covenants to
Holder:
(A) Writer
is the sole owner of the Collateral free from any lien, security
interest, or encumbrance, and Writer will defend the Collateral
against all claims and demands of all parties at any time claiming
interest therein.
(B) This
Collateral has not been pledged, assigned, or hypothecated for any
other purpose, and no financing statement is on file in any local,
state, or federal institution, bureau, government, or public
office.
(C) While
the principal and interest balance of the Secured &
Collateralized Promissory Note Document C-02152008 remains
outstanding, Writer will not transfer, sell, offer to sell, assign,
pledge, liquidate, spend, or otherwise transfer to any party an
amount of the Collateral equal to or greater than the outstanding
balance of the Secured & Collateralized Promissory Note
Document C-02152008.
(D) Writer
will pay promptly when due all taxes, expenses, and assessments
upon the Collateral.
3. Perfection . Holder has the
right, upon its election, to perfect the Collateral and security
and this Collateral and Security Agreement by filing a financing
statement or like instrument with its proper local, state, or
federal institution, bureau, government, or public office or take
other such action as may be required by applicable law. Holder is
encouraged to perfect this instrument, and Writer will reasonably
assist in Holder’s doing so.
4. Remedies Upon Default . In the
event of Writer’s default on the Secured &
Collateralized Promissory Note Document C-02152008, Holder may
declare all obligations secured hereby immediately due and payable
and shall have the remedies of a secured party, including without
limitatio
