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EXHIBIT 10.73
EXHIBIT C
SECURITY AGREEMENT
THIS AGREEMENT, dated the _____ day of _______________, 199__, between
TROPIC OF TALLAHASSEE, INC. having its principal office at 3366 Riverside
Drive, Suite 200, Columbus, Ohio 43215 (the "Debtor") and EDWARD WINTON, having
his principal office at __________________________________________ (the "Secured
Party").
ARTICLE I
CREATION OF SECURITY INTEREST
1. Any amounts disbursed by Secured Party to Debtor, with interest thereon,
shall become additional indebtedness of Debtor secured by this Security
Agreement and the Debtor hereby grants to Secured Party a first security
interest in all the following, which shall be collectively hereinafter
referred to as the "Collateral".
(a) All equipment, machinery, appliances, fixtures, furniture,
furnishings and all other types of tangible and intangible personal
property, including all additions thereto, substitutions therefor,
replacements thereof and all insurance proceeds therefrom by reason of
loss or damage thereto located at and used in connection with the
radio station known as WMLO (FM) of Tallahassee, Florida, which
property comprises the "Assets" as that term is defined in a certain
Purchase Agreement entered into by and between Debtor and Secured
Party, dated September ___, 1993; and
(b) All equipment, machinery, appliances, fixtures, furniture,
furnishings and all other types of tangible, personal property
including all additions thereto, substitutions therefor, replacements
thereof and all insurance proceeds therefrom by reason of loss or
damage thereto located at and used in connection with the Debtor's
radio station business known as WMLO (FM), and which is located at
any other locations.
2. This Agreement and the Collateral serve as security for the performance of
a Term Note dated __________________, 199__, which is hereinafter called
the "Note", and any renewal, modification, extension, or refinancing
thereof. A copy of said Note is attached hereto and incorporated herein
by reference as Exhibit "A". The Collateral shall also secure all
Debtor's obligations and liabilities whatsoever and whenever arising out
of Debtor's promises to pay, covenants, warranties, or representations to
the Secured Party from any transaction now or hereafter occuring.
The Collateral shall be held by Secured Party; and so long as no Event of
Default has occurred and is continuing under the Note hereinafter defined
or which with the lapse of time or the giving of notice of both would
constitute such an Event of Default, all such Collateral and other sums
shall be paid and applied as follows: Any amounts from time to time
received by Secured Party shall be applied first to the payment of all
amounts of interest and then to the
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principal due and payable under the Note.
3. At its option and without any obligation to do so, Secured Party may
discharge or pay any taxes, liens, security interests, or other,
encumbrances at any time levied or placed on or against the Collateral or
Debtor in breach of this Agreement. Debtor agrees to reimburse Secured
Party on demand for any such payment made or expense incurred pursuant to
the foregoing authorizations. Moneys advanced by Secured Party required
to pay or discharge any of the above shall bear interest at fourteen
percent (14%) per annum until paid in full.
4. Debtor shall execute any UCC Financing Statements or other documents from
time to time, alone or with Secured Party, and do such other acts
considered by Secured Party to be reasonably necessary or desirable to
perfect or protect the security interests hereby created and shall pay all
costs and expenses (including, without limitation, reasonable fees and
expenses of counsel and filing fees) related to the preparation and filing
of any financial statements, continuation statements, or any other
documents related to the perfection or protection of the security
interests hereby created. Debtor hereby authorizes Secured Party as
Debtor's agent and attorney in fact to execute and file in any appropriate
office UCC financing statements and similar instruments signed only by
Secured Party.
5. If an Event of Default occurs and is continuing, Debtor hereby appoints
the Secured Party as Debtor's true and lawful attorney, with full power of
substitution to take any action which the Secured Party may deem necessary
or appropriate to create, perfect, protect, and preserve the secured
interests of the Secured Party in the Collateral. Notwithstanding the
foregoing, upon written direction from the Secured Party and at Secured
Party's expense, Debtor will take all actions necessary or desirable,
including without limitation, litigation, to enforce Debtor's rights in
the Collateral; and, in such event, will pay over to the Secured Party all
profits received from any such action.
ARTICLE II
EVENTS OF DEFAULT
Any of the following events, unless cured by Debtor within thirty (30)
days following written notice from Secured Party of any such event, shall
constitute an Event of Default hereunder:
(1) Debtor shall fail to make payment of the principal or interest
on the Note when due; or
(2) Debtor shall default in the due observance or performance of any
term, covenant, or representation contained in this Security
Agreement, or
(3) Debtor has made material false representations to Secured Party
which significantly damages Secured Party's interest in the
Collateral; or
(4) Debtor shall cease doing business as a going concern, make an
assignment for the benefit of creditors, admit in writing its
inability to pay its debts as they become due, file a voluntary
petition in bankruptcy, be adjudicated a bankrupt or an
insolvent, file a petition seeking for itself any reorganization,
readjustment, liquidation, dissolution, or similar arrangement
under any present or future statute, law, or regulation or file
an answer admitting the material allegations of a petition filed
against it in any such proceeding or fail to have such petition
dismissed within 60 days after filing or consent to or acquiesce
in the appointment of a trustee,
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receiver, or liquidator of it or all or any substantial part of
it, assets or properties.
ARTICLE III
SECURED PARTY'S REMEDIES
1. Upon an Event of Default hereunder, Secured Party shall have the rights
and remedies of a secured party under the Uniform Commercial Code as in
effect in the state of Ohio. Without limiting the generality of the
foregoing, Secured party may upon Event of Default exercise the following
rights and remedies:
(a) Accelerate the due date of the Note and request immediate payment
of both principal and interest to date, unless Debtor shall bring all
Note arrearages current within ten (10) days after receipt of the
aforesaid notice from Secured Party; and/or
(b) Sell the Collateral in its possession; provided that Secured
Party shall first send Debtor a notice, at least ten (10) days before
the time of any intended sale or other disposition of the Collateral
is to be made, which Debtor agrees shall be deemed to be reasonable
notice of such sale or other disposition.
2. Secured Party may incur reasonable attorneys' fees and expenses in
exercising any of its rights and remedies upon default, which fees and
expenses shall become parts of Secured Party's reasonable expenses of
retaking, holding, preparing for sale and the like. Debtor will reimburse
Secured Party on demand for all such expenses.
3. Debtor agrees that if any warranty or representation contained herein
should prove to be untrue or incorrect in any material respect when
made, the secured Party may at its potion terminate this Agreement and
rescind the loan made hereunder; and Debtor shall pay to Secured Party the
principal amount due on the Note together with accrued interest plus costs
and expenses incurred by the Secured Party arising out of enforcement of
this provision.
ARTICLE IV
MISCELLANEOUS
1. No delay or omission of the Secured Party to exercise any remedy shall
exhaust or impair any remedy of the Secured Party nor shall any waiver by
the Secured Party extend or be taken to affect any subsequent default. No
remedy hereunder is intended to be exclusive of any other remedy but shall
be cumulative to any and every other remedy to which the Secured Party is
entitled. The Secured Party shall not be required to look to, enforce or
exhaust any other security, collateral, or guarantees first.
2. This Security Agreement and the rights and obligations of the parties
hereunder shall be construed and interpreted in accordance with the laws
of the state of Delaware.
3. Any notice or notification required to be given may be given by mailing
such notice, postage prepaid, to the intended party's address as it
appears at the beginning of this Security
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Agreement.
4. All the terms, conditions, and covenants of this Security Agreement shall
inure to the benefit of and to bind the heirs, successors, and assigns of
the respective parties hereto.
5. This Security Agreement may not be changed orally but only by an agreement
in writing signed by the party against whom enforcement of any waiver,
change, modification, or discharge is sought.
6. This Security Agreement shall be without recourse against the Debtor
except as to the warranties and covenants stated herein notwithstanding
anything to the contrary contained in the Note.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
DEBTOR: SECURED PARTY:
TROPIC OF TALLAHASSEE, INC. EDWARD WINTON
By:_______________________ _________________________
Title: ___________________
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