Exhibit 10.9
SECURITY AGREEMENT
This Agreement is made as of September 24, 1996 by COMPS InfoSystems, Inc.,
a Delaware corporation ("Debtor"), in favor of Venture Lending & Leasing, Inc.,
a Maryland corporation ("Lender").
ARTICLE 1 - DEFINITIONS
The following definitions shall be applicable to both the singular and plural
forms of the defined terms:
"Account" means a right to payment for goods sold or leased by Debtor
or for services rendered by Debtor, which right is not evidenced by an
instrument or chattel paper, whether or not earned by performance.
"Agreement" means this Security Agreement, as it may be amended from
time to time.
"Collateral" means all Debtor's Accounts, Deposit Accounts, Equipment,
Fixtures, General Intangibles, Goods, Inventory, Rights to Payment, and
securities now owned or hereafter acquired, wherever located, and whether held
by Debtor or any third party, and all royalties, proceeds and products thereof,
including all insurance and condemnation proceeds ("Proceeds"), and all Records.
"Deposit Accounts" means all Debtor's demand, time, savings, passbook
or similar accounts maintained with a financial institution or credit union.
"Equipment" means all of Debtor's equipment now owned or hereafter
acquired, including but not limited to machinery, machine parts, furniture,
furnishings and all tangible personal property used in the business of Debtor
and all such property which is or is to become fixtures on real property, and
all improvements, replacements, accessions and additions thereto, wherever
located, and all proceeds thereof arising from the sale, lease, rental or other
use or disposition of any such property, including all rights to payment with
respect to insurance or condemnation, returned premiums, or any cause of action
relating to any of the foregoing.
"Event of Default" means an event described in Article 6.
"Fixtures" means all items of personal property of Debtor that are so
related to the real property upon which they are located that an interest in
them arises under real property law, and improvements, replacements, parts,
accessions and additions thereto, and substitutions therefor.
"General Intangibles" means all personal property of Debtor, other
than Goods, not otherwise defined as Collateral, including without limitation
all interests or claims in insurance policies; literary property; tradenames,
tradename rights; Trademarks, Trademark rights, copyrights, Patents, and all
applications therefor; licenses, permits, franchises and like privileges or
rights issued by any governmental or regulatory authority; income tax refunds;
customer lists; claims and causes of action (whether in contract, tort or
otherwise), judgments
and all guaranty claims, leasehold interests in personal property, security
interests or other security held by or guaranteed to the Debtor to secure the
payment by an account debtor of any of the Accounts.
"Goods" means all money and other personal property of Debtor, other
than General Intangibles, not otherwise defined as Collateral.
"Indebtedness" means all debts, obligations and liabilities of Debtor
to Lender currently existing or now or hereafter made, incurred or created
under, pursuant to or in connection with the Loan Agreement, whether voluntary
or involuntary and however arising or evidenced, whether direct or acquired by
Lender by assignment or succession, whether due or not due, absolute or
contingent, liquidated or unliquidated, determined or undetermined, and whether
Debtor may be liable individually or jointly, or whether recovery upon such debt
may be or become barred by any statute of limitations or otherwise
unenforceable; and all renewals, extensions and modifications thereof; and all
attorneys' fees and costs incurred by Lender in connection with the collection
and enforcement thereof as provided for in any Loan Document.
"Inventory" means all Debtor's raw materials, advertising, packaging
and shipping materials, work in process, finished goods and goods held for sale
or lease or furnished under contracts of service, and all returned and
repossessed goods, and all goods covered by documents of title, including
warehouse receipts, bills of lading and all other documents of every type
covering all or any part of the Collateral.
"Lien" means any voluntary or involuntary security interest, mortgage,
pledge, claim, charge, encumbrance, title retention agreement, or third party
interest covering all or any part of the property of Debtor or any other Person.
"Loan Agreement" means that certain Loan Agreement between Debtor and
Lender of even date herewith, as amended from time to time.
"Loan Documents" means this Agreement, the Loan Agreement, any
evidence of Indebtedness, any guaranty, security or pledge agreement, or deed of
trust delivered in connection with any Indebtedness, and all other contracts,
instruments, addenda and documents executed in connection therewith.
"Patent License" means any written agreement now or hereafter in
existence granting to Debtor any right to make, use, sell or practice any
invention on which a Patent is in existence, including, without limitation, the
agreements described in Schedule 1 to Exhibit A hereto.
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"Patents" means all of the following: (i) all letters patent of the
United States or any other country, all registrations and recordings thereof,
and all applications for letters patent of the United States or any other
country, including, without limitation, registrations, recordings and
applications in the United States Patent and Trademark Office or in any similar
office or agency of the United States, any state thereof or any other country or
any political subdivision thereof, including, without limitation, those referred
to in Schedule 1 to Exhibit A hereto, and (ii) all reissues, divisions,
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continuations, continuations-in-part, renewals or extensions thereof.
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"Patent Collateral Assignment" means the Patent Collateral Assignment
executed and delivered by Debtor in favor of Lender, substantially in the form
of Exhibit A, as the same may be amended from time to time.
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"Permitted Liens" is defined in the Loan Agreement.
"Person" means any individual or entity.
"Records" means all Debtor's computer programs, software, hardware,
source codes and data processing information, all written documents, books,
invoices, ledger sheets, financial information and statements, and all other
writings concerning Debtor's business.
"Rights to Payment" means all Debtor's accounts, instruments, contract
rights, documents, chattel paper and all other rights to payment, including,
without limitation, the Accounts, all negotiable certificates of deposit and all
rights to payment under any Patent License, any Trademark License, or any
commercial or standby letter of credit.
"Trademark License" means any written agreement now or hereafter in
existence granting to Debtor any right to use any Trademark, including, without
limitation, the agreements described in Schedule 1 to Exhibit B hereto.
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"Trademarks" means all of the following: (i) all trademarks, trade
names, corporate names, company names, business names, fictitious business
names, trade styles, service marks, logos, other source or business identifiers,
prints and labels on which any of the foregoing have appeared or will appear,
designs and general intangibles of like nature, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all
applications in connection therewith, including, without limitation,
registrations, recordings and applications in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
state thereof or any other country or any political subdivision thereof,
including, without limitation, those described in Schedule 1 to Exhibit B
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hereto, and (ii) all reissues, divisions, continuations, continuations-in-part,
renewals or extensions thereof.
"Trademark Collateral Assignment" means the Trademark Collateral
Assignment executed and delivered by Debtor in favor of Lender, substantially in
the form of Exhibit B hereto, as the same may be amended from time to time.
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"Uniform Commercial Code" means the California Uniform Commercial
Code, as amended from time to time.
Terms not specifically defined in this Agreement have the meanings ascribed
thereto in the Loan Agreement and the Uniform Commercial Code.
ARTICLE 2 - GRANT OF SECURITY INTEREST
To secure the timely payment of the Indebtedness and performance of all
obligations of Debtor to Lender, Debtor grants to Lender security interests in
the Collateral.
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ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
Debtor represents and warrants that, at all times during the term of this
Agreement:
3.1 Governmental Actions. Debtor has obtained all consents and
actions of, and has performed all filings with, any governmental or regulatory
authority that are required to authorize the execution, delivery or performance
of this Agreement or the granting or perfecting of Lender's security interest in
the Collateral.
3.2 Title. Except for the security interests created by this
Agreement, and Permitted Liens, (i) Debtor is and will be the unconditional
legal and beneficial owner of the Collateral, and (ii) the-Collateral is genuine
and subject to no Liens, rights or defenses of others. There exist no prior
assignments or encumbrances of record with the U.S. Patent and Trademark Office
affecting any Collateral in favor of any third party other than Lender.
3.3 Rights to Payment. The names of the obligors, amount owing to
Debtor, due dates and all other information with respect to the Rights to
Payment are and will be correctly stated in all material respects in all Records
relating to the Rights to Payment. Debtor further represents and warrants, to
its knowledge, that each Person appearing to be obligated on a Right to Payment
has authority and capacity to contract and is bound as it appears to be.
3.4 Chief Executive Office. Debtor's chief executive office is
located at:
Address City County State Zip
------- ---- ------ ----- ---
9888 Carroll Centre Road, San Diego San Diego CA 92126
3.5 Inventory Location. Other than as set forth in Section 3.4,
Inventory is located at:
Address City County State Zip
-------- ---- ------ ----- ---
Same as paragraph 3.4
3.6 Records Location. Other than as set forth in Section 3.4,
Records are maintained at:
Address City County State Zip
-------- ---- ------ ----- ---
Same as paragraph 3.4
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3.7 Equipment or Fixtures Location. Other than as set forth in
Section 3.4, Equipment or Fixtures are located at:
Address City County State Zip
-------- ---- ------ ----- ---
See Schedule 3.7
3.8 Other Places of Business. In addition to the locations set forth
in Sections 3.4 through 3.7, Debtor maintains the following place(s) of
business:
Address City County State Zip
-------- ---- ------ ----- ---
None
3.9 Business Names. Debtor has conducted business in the following
names other than the name stated in the preamble to this Agreement:
LSR/COMPS
Business Real Estate Information Co.
Commercial Property Information Services
ARTICLE 4 - AFFIRMATIVE COVENANTS
During the term of this Agreement and until payment of all the Indebtedness and
performance of all obligations to Lender, Debtor will:
4.1 Delivery of Certain Items. Deliver to Lender promptly (a) upon
Lender's request, duplicate invoices with respect to each Account bearing such
language of assignment as Lender shall reasonably specify; (b) the originals of
all commercial and standby letters of credit, instruments, documents and chattel
paper constituting Collateral, endorsed and assigned as Lender shall reasonably
specify; (c) after an Event of Default, all Proceeds; (d) upon Lender's request,
returned property resulting from, or payment equal to any allowance or credit
on, Rights to Payment; (e) such specific acknowledgments, assignments or other
agreements as Lender may reasonably request relating to the Collateral; and (f)
such Records and other reports in such form and detail and at such times as
Lender may reasonably require relating to the Collateral, including without
limitation reports of acquisition, and disposition, agings, and collection of
any Collateral. if any of the Rights to Payment become evidenced by an
instrument, Debtor will notify Lender thereof and, upon request by Lender
promptly deliver such instrument to Lender appropriately endorsed to the order
of Lender as further security for the satisfaction in full of the Indebtedness.
4.2 Maintenance of Collateral; Inspection. Do all things reasonably
necessary to maintain, preserve, protect and keep all Collateral in good working
order and salable condition, ordinary wear and tear excepted, deal with the
Collateral in all ways as are
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considered good practice by owners of like property, and use the Collateral
lawfully and, to the extent applicable, only as permitted by Debtor's insurance
policies. Upon reasonable prior notice at reasonable times during normal
business hours, Debtor hereby authorizes Lender's officers, employees,
representatives and agents to inspect the Collateral and to discuss the
Collateral and the Records relating thereto with Debtors, officers and
employees, and, in the case of any Right to Payment, with any Person which is or
may be obligated thereon.
4.3 Maintenance of Records; Inspection. maintain, or cause to be
maintained, complete and accurate Records relating to the Collateral. Upon
reasonable prior notice at reasonable times during normal business hours,
Lender, its officers, employees, agents and representatives shall have the
right, from time to time, to examine the Records and to make copies or extracts
therefrom.
4.4 Debtor's Duty to Give Notice. Give prompt notice to Lender of:
(a) except as permitted in Section 5.5, any material discount, credit, rebate or
other reduction in the amount owing on a material Right to Payment; (b) any
threatened or asserted dispute, setoff, claim, counterclaim or defense with
respect to a Right to Payment; (c) any material decrease in the value of any
Collateral and the amount of such decrease (other than depreciation calculated
in the ordinary course of business under applicable tax laws and regulations and
in accordance with generally accepted accounting principles); (d) any litigation
or administrative or regulatory proceeding which may have a material adverse
effect on Debtor or its business; (e) to the extent Debtor has actual knowledge
thereof, any change in the ownership of any property on which Debtor's chief
executive office is located; and (f) the occurrence of any Default or Event of
Default or of any other development, financial or otherwise, which might
materially adversely affect the Collateral or Debtor's ability to pay the
Indebtedness or perform its obligations to Lender. Debtor shall notify Lender
immediately if it has actual knowledge that any application or registration
relating to any Patent or Trademark may become abandoned or dedicated, or of any
adverse determination or development (including, without limitation, the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office or any court) regarding Debtor's
ownership of any Patent or Trademark, its right to register the same, or to keep
and maintain the same. In the event that any Patent, Patent License, Trademark
or Trademark License is infringed, misappropriated or diluted by a third party,
Debtor shall notify Lender promptly after it learns thereof and shall, unless
Debtor shall reasonably determine that any such action would not be of
reasonable economic value, promptly sue for infringement, misappropriation or
dilution and to recover any and all damages for such infringement,
misappropriation or dilution, and take such other actions as Debtor shall
reasonably deem appropriate under the circumstances to protect such Patent,
Patent License, Trademark or Trademark License.
4.5 Financing Statements and Other Actions. Execute and deliver to
Lender, and file or record at Debtor's expense, all financing statements,
notices and other documents (including, without limitation, any filings with the
United States Patent and Trademark Office) from time to time reasonably
requested by any Lender to maintain a first perfected security interest in the
Collateral in favor of Lender, all in form and substance satisfactory to Lender;
perform such other acts, and execute and deliver to Lender such additional
conveyances, assignments, agreements and instruments, as Lender may at any time
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request in connection with the administration and enforcement of this Agreement
or Lender's rights, powers and remedies hereunder.
ARTICLE 5 - NEGATIVE COVENANTS
During the term of this Agreement and until payment of all the Indebtedness and
performance of all obligations to Lender, Debtor will not:
5.1 Liens. Create, incur, assume or permit to exist any Lien or
grant any other Person a negative pledge on any Collateral, except Permitted
Liens.
5.2 Documents of Title. Sign or authorize the signing of any
financing statement or other document naming Debtor as debtor or obligor, or
acquiesce or cooperate in the issuance of any bill of lading, warehouse receipt
or other document or instrument of title with respect to any Collateral, except
those negotiated to Lender, or those naming Lender as secured party, or those
permitted under Section 6.2 of the Loan Agreement.
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5.3 Disposition of Collateral. Sell, transfer, lease or otherwise
dispose of any Collateral except for fair consideration and in the ordinary
course of its business.
5.4 Change in Location or Name. Without at least 30 days' prior
written notice to Lender: (a) Maintain Records, its chief executive office, or a
place of business at a location other than as specified in Article 3; or (b)
change its name or mailing address.
5.5 Certain Agreements on Rights to Payment. Other than in the
ordinary course of business, make or arrange to make any material discount,
credit, rebate or other reduction in the original amount owing on a Right to
Payment or accept in satisfaction of a Right to Payment less than the original
amount thereof, except as disclosed to Lender in writing from time to time.
ARTICLE 6 - EVENTS OF DEFAULT
6.1 Event of Default. The occurrence of any "Event of Default" as
defined in the Loan Agreement.
6.2 Acceleration and Remedies. Upon the occurrence and during the
continuance of an Event of Default, Lender shall be entitled to, at its option,
(a) declare all or any part of the Indebtedness immediately due and payable; (b)
exercise any or all of the rights and remedies available to a secured party
under the Uniform Commercial Code or any other applicable law; and (c) exercise
any or all of its rights and remedies provided for in this Agreement and in any
other Loan Document. The obligations of Debtor under this Agreement shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of any Indebtedness is rescinded or must otherwise be returned by
Lender upon, on account of, or in connection with, the insolvency, bankruptcy or
reorganization of Debtor or otherwise, all as though such payment had not been
made.
6.3 Sale of Collateral. Upon the occurrence and during the
continuance of an Event of Default, Lender may sell all or any part of the
Collateral, at public or private sales, to
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itself, a wholesaler, retailer or investor, for cash, upon credit or for future
delivery, and at such price or prices as Lender may deem commercially
reasonable. To the extent permitted by law, Debtor hereby specifically waives
all rights of redemption and any rights of stay or appraisal which it has or may
have under any applicable law in effect from time to time. Any such public or
private sales shall be held at such times and at such place(s) as Lender may
determine. In case of the sale of all or any part of the Collateral on credit or
for future delivery, the Collateral so sold may be retained by Lender until the
selling price is paid by the purchaser, but Lender shall not incur any liability
in case of the failure of such purchaser to pay for the Collateral and, in case
of any such failure, such Collateral may be resold. Lender may, instead of
exercising its power of sale, proceed to enforce its security interest in the
Collateral by seeking a judgment or decree of a court of competent jurisdiction.
Without limiting the generality of the foregoing, if an Event of Default is in
effect,
(1) Subject to the rights of any third parties, Lender may
license, or sublicense, whether general, special or otherwise, and whether
on an exclusive or non-exclusive basis, any Patents or Trademarks included
in the Collateral throughout the world for such term or terms, on such
conditions and in such manner as Lender shall in its sole discretion
determine;
(2) Lender may (without assuming any obligations or liability
thereunder), at any time and from time to time, enforce (and shall have the
exclusive right to enforce) against any licensee or sublicensee all rights
and remedies of Debtor in, to and under any Patent Licenses or Trademark
Licenses and take or refrain from taking any action under any thereof, and
Debtor hereby releases Lender from, and agrees to hold Lender free and
harmless from and against any claims arising out of, any lawful action so
taken or omitted to be taken with respect thereto other than claims arising
out of Lender's gross negligence or willful misconduct; and
(3) upon request by Lender, Debtor will execute and deliver to
Lender a power of attorney, in form and substance reasonably satisfactory
to Lender for the implementation of any lease, assignment, license,
sublicense, grant of option, sale or other disposition of a Patent or
Trademark. In the event of any such disposition pursuant to this clause 3,
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Debtor shall supply its know-how and expertise relating to the products or
services made or rendered in connection with Patents, the manufacture and
sale of the products bearing Trademarks, and its customer lists and other
records relating to such Patents or Trademarks and to the distribution of
said products, to Lender.
6.4 Debtor's Obligations Upon Default. Upon the request of Lender
after the occurrence and during the continuance of an Event of Default, Debtor
will:
(a) Assemble and make available to Lender the Collateral at such
place(s) as Lender shall reasonably designate, segregating all Collateral
so that each item is capable of identification; and
(b) Subject to the rights of any lessor, permit Lender, by
Lender's officers, employees, agents and representatives, to enter any
premises where any Collateral is located, to take possession of the
Collateral, to complete the processing,
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manufacture or repair of any Collateral, and to remove the Collateral, or
to conduct any public or private sale of the Collateral, all without any
liability of Lender for rent or other compensation for the use of Debtor's
premises.
ARTICLE 7 - SPECIAL COLLATERAL PROVISIONS
7.1 Compromise and Collection. Debtor and Lender recognize that
setoffs, counterclaims, defenses and other claims may be asserted by obligors
with respect to certain of the Rights to Payment; that certain of the Rights to
Payment may be or become uncollectible in whole or in part; and that the expense
and probability of success of litigating a disputed Right to Payment may exceed
the amount that reasonably may be expected to be recovered with respect to such
Right to Payment. Debtor hereby authorizes Lender, after and during the
continuance of an Event of Default, to compromise with the obligor, accept in
full payment of any Right to Payment such amount as Lender shall negotiate with
the obligor, or abandon any Right to Payment. Any such action by Lender shall
be considered commercially reasonable so long as Lender acts in good faith based
on information known to it at the time it takes any such action.
7.2 Performance of Debtor's obligations. Upon the occurrence and
during the continuance of an Event of Default, without having any obligation to
do so, upon reasonable prior notice to Debtor, Lender may perform or pay any
obligation which Debtor has agreed to perform or pay under this Agreement,
including, without limitation, the payment or discharge of taxes or Liens levied
or placed on or threatened against the Collateral. In so performing or paying,
Lender shall determine the action to be taken and the amount necessary to
discharge such obligations. Debtor shall reimburse Lender on demand for any
amounts paid by Lender pursuant to this Section, which amounts shall constitute
Indebtedness secured by the Collateral.
7.3 Power of Attorney. For the purpose of protecting and preserving
the Collateral and Lender's rights under this Agreement, Debtor hereby
irrevocably appoints Lender, with full power of substitution, as its attorney-
in-fact with full power and authority, after the occurrence and during the
continuance of an Event of Default, to do any act which Debtor is obligated to
do hereunder; to exercise such rights with respect to the Collateral as Debtor
might exercise; to use such Inventory, Equipment, Fixtures or other property as
Debtor might use; to enter Debtor's premises; to give notice of Lender's
security interest in, and to collect the Collateral; and to execute and file in
Debtor's name any financing statements, amendments and continuation statements
necessary or desirable to perfect or continue the perfection of Lender's
security interests in the Collateral. Debtor hereby ratifies all that Lender
shall lawfully do or cause to be done by virtue of this appointment.
7.4 Authorization for Lender to Take Certain Action. The power of
attorney created in Section 7.3 is a power coupled with an interest and shall be
irrevocable. The powers conferred on Lender hereunder are solely to protect its
interests in the Collateral and shall not impose any duty upon Lender to
exercise such powers. Lender shall be accountable only for amounts that it
actually receives as a result of the exercise of such powers and in no event
shall Lender or any of its directors, officers, employees, agents or
representatives be responsible to Debtor for any act or failure to act, except
for gross negligence or willful misconduct. After the occurrence and during the
continuance of an Event of Default, Lender may exercise this power of attorney
without notice to or assent of Debtor, in the name of Debtor,
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or in Lender's own name, from time to time in Lender's sole discretion and at
Debtor's expense. To further carry out the terms of this Agreement, after the
occurrence and during the continuance of an Event of Default, Lender may:
(a) Execute any statements or documents or take possession of,
and endorse and collect and receive delivery or payment of, any checks,
drafts, notes, acceptances or other instruments and documents constituting
Collateral, or constituting the payment of amounts due and to become due or
any performance to be rendered with respect to the Collateral.
(b) Sign and endorse any invoices, freight or express bills,
bills of lading, storage or warehouse receipts; drafts, certificates and
statements under any commercial or standby letter of credit relating to
Collateral; assignments, verifications and notices in connection with
Accounts; or any other documents relating to the Collateral, including
without limitation the Records.
(c) Use or operate Collateral or any other property of Debtor for
the purpose of preserving or liquidating Collateral.
(d) File any claim or take any other action or proceeding in any
court of law or equity or as otherwise deemed appropriate by Lender for the
purpose of collecting any and all monies due or securing any performance to
be rendered with respect to the Collateral.
(e) Commence, prosecute or defend any suits, actions or
proceedings or as otherwise deemed appropriate by Lender for the purpose of
protecting or collecting the Collateral. In furtherance of this right,
upon the occurrence and during the continuance of an Event of Default,
Lender may apply for the appointment of a receiver or similar official to
operate Debtor's business.
(f) Prepare, adjust, execute, deliver and receive payment under
insurance claims, and collect and receive payment of and endorse any
instrument in payment of loss or returned premiums or any other insurance
refund or return, and apply such amounts at Lender's sole discretion,
toward repayment of the Indebtedness or replacement of the Collateral.
7.5 Application of Proceeds. Any Proceeds and other monies or
property received by Lender pursuant to the terms of this Agreement or any Loan
Document may be applied by Lender first to the payment of expenses of
collection, including without limitation reasonable attorneys' fees, and then to
the payment of the Indebtedness in such order of application as Lender may
elect.
7.6 Deficiency. If the Proceeds of any disposition of the Collateral
are insufficient to cover all costs and expenses of such sale and the payment in
full of all the Indebtedness, plus all other sums required to be expended or
distributed by Lender, then Debtor shall be liable for any such deficiency.
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7.7 Lender Transfer. Upon the transfer of all or any part of the
Indebtedness, Lender may transfer all or part of the Collateral and shall be
fully discharged thereafter from all liability and responsibility with respect
to such Collateral so transferred, and the transferee shall be vested with all
the rights and powers of Lender hereunder with respect to such Collateral so
transferred, but with respect to any Collateral not so transferred, Lender shall
retain all rights and powers hereby given.
7.8 Lender's Duties.
(a) Lender shall use reasonable care in the custody and
preservation of any Collateral in its possession. Without limitation on
other conduct which may be considered the exercise of reasonable care,
Lender shall be deemed to have exercised reasonable care in the custody and
preservation of such Collateral if such Collateral is accorded treatment
substantially equal to that which Lender accords its own property, it being
understood that Lender shall not have any responsibility for ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
declining value, tenders or other matters relative to any Collateral,
regardless of whether Lender has or is deemed to have knowledge of such
matters; or taking any necessary steps to preserve any rights against any
Person with respect to any Collateral. Under no circumstances shall Lender
be responsible for any injury or loss to the Collateral, or any part
thereof, arising from any cause beyond the reasonable control of Lender.
(b) Lender may at any time deliver the Collateral or any part
thereof to Debtor and the receipt of Debtor shall be a complete and full
acquittance for the Collateral so delivered, and Lender shall thereafter be
discharged from any liability or responsibility therefor.
(c) Neither Lender, nor any of its directors, officers,
employees, agents, attorneys or any other person affiliated with or
representing Lender shall be liable for any claims, demands, losses or
damages, of any kind whatsoever, made, claimed, incurred or suffered by
Debtor or any other party through the ordinary negligence of Lender, or any
of its directors, officers, employees, agents, attorneys or any other
person affiliated with or representing Lender.
ARTICLE 8 - GENERAL PROVISIONS
8.1 Notices. Any notice given by any party under this Agreement or
any Loan Document shall be in writing and personally delivered, deposited in the
United States mail, postage prepaid, or sent by overnight courier, or by
facsimile or other authenticated message, charges prepaid, and addressed as
follows:
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To Debtor: To Lender:
- ---------- ----------
COMPS InfoSystems, Inc Venture Lending & Leasing, Inc.
9888 Carroll Centre Road 2010 North First Street, Suite 310
San Diego, CA 92126-4580 San Jose, CA 95131
Attn: Christopher A. Crane Attn: Salvador O. Gutierrez
President and CEO President
FAX No. 619-684-3292 FAX No. 408-436-8625
Notice given hand delivery shall be deemed received on the date delivered; if
sent by overnight courier, on the next business day after delivery to the
courier service; if by first class mail, on the third business day after deposit
in the U.S. Mail; and if by telecopy, on the date of transmission. Each party
may change the address to which notices, requests and other communications are
to be sent by giving written notice of such change to each other party.
8.2 Binding Effect. This Agreement shall be binding upon Debtor, its
permitted successors, representatives and assigns, and shall inure to the
benefit of Lender and its successors and assigns.
8.3 Rights Cumulative. All rights and remedies existing under this
Agreement are cumulative to, and not exclusive of, any other rights or remedies
available under contract or applicable law.
8.4 Unenforceable Provisions. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall be so only as to such
jurisdiction and only to the extent of such prohibition or unenforceability, but
all the remaining provisions of this Agreement shall remain valid and
enforceable.
8.5 Governing Law. Except as may be otherwise provided by the
Uniform Commercial Code, this Agreement shall be governed by and construed in
accordance with the laws of the State of California.
8.6 Termination. Subject to Section 6.2 of this Agreement and except
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as otherwise provided in Section 2.11 of the Loan Agreement, upon the payment in
full of the Indebtedness and if Lender has no further obligations under its
Commitment, the security interest granted hereby shall terminate and all rights
to the Collateral shall revert to Debtor. Upon any such termination, the Lender
shall, at Debtor's expense, execute and deliver to Debtor such documents as
Debtor shall reasonably request to evidence such termination.
8.7 Entire Agreement. This Agreement, together with the Loan
Agreement, Trademark Collateral Assignment, and Patent Collateral Assignment
executed contemporaneously herewith covering certain Collateral, is intended by
Debtor and Lender as the final expression of Debtor's obligations to Lender in
connection with the Collateral and supersedes all prior understandings or
agreements concerning the subject matter hereof. This Agreement may be amended
only by a writing signed by Debtor and accepted by Lender in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth in the preamble.
COMPS InfoSystems, Inc.
By: /s/ Christopher A. Crane
---------------------------
Name: Christopher A. Crane
Title: President and CEO
Venture Lending & Leasing, Inc.
By: /s/ Salvador O. Gutierrez
---------------------------
Name: Salvador O. Gutierrez
Title: President
13
SCHEDULE 3.7
3.7 Equipment or Fixtures Location. Other than as set forth in Section
3.4 of the Security Agreement, Equipment or Fixtures are located at:
Address City County State Zip
- -------------------------------- ---------------- ------------------ ----------------- ----------
11630 Pleasant Hill Road Duluth Gwinnett Georgia 30136
176 Milk Street, #452 Boston Suffolk Massachussetts 02109
870 Mitten Road Burlingame San Mateo California 94010
622 Executive Drive Willowbrook DuPage Illinois 60521
5060 North 40th Street, Ste. 106 Phoenix Maricopa AZ 85018
8500 Leesburg Pike, Ste. 7700 Vienna Fairfax VA 22182
Exhibit A to
Security Agreement
------------------
PATENT COLLATERAL ASSIGNMENT
----------------------------
See Exhibit 10.11 to Registration Statement on Form S-1
Exhibit B to
Security Agreement
------------------
TRADEMARK COLLATERAL ASSIGNMENT
-------------------------------
See Exhibit 10.10 to Registration Statement on Form S-1