Filing 20212053810

Certain future credit card, debit card, bank card, other charge card proceeds, proceeds from sales, and receivables (the "Receivables") sold by CLIMATE MASTER EXTERIORS, d/b/a Universal Windows Direct of Denver and Christopher Bilger as Seller, and purchased by IMS Fund LLC as Buyer, pursuant to that certain agreement and any future agreements, between Seller and Buyer regarding the sale of receivables (the "Agreement"). The sale of the receivables pursuant to the Agreement is intended by the parties thereto to be an outright sale of such receivables and not intended to be, nor is it to be construed as, a financing or an assignment for securing the obligations of the Seller. In addition, the Agreement prohibits Seller from incurring any debt, transferring any receivables to any other person, or granting any
security interests in its accounts receivable or other assets until Buyer has received all amounts due under the Agreement.Seller grants unto Buyer a continuing security interest, whether now owned or acquired hereafter, in (i) all of Seller's accounts, deposit accounts, chattel paper, goods, inventory, equipment, instruments, causes of action (including tort claims), investment property, documents, and general intangibles (including trademarks, service marks, trade names, patents, copyrights, licenses and franchises), as such terms are defined in the UCC, as revised and in effect, (ii)
all reserves and reserve accounts maintained by Seller's credit card processor(s), (iii) all Receivables, as herein defined, (iv) all other assets and personal property of the Seller, and (v) all products and proceeds thereof, including, but not limited to, insurance proceeds. Buyer shall have all rights and be entitled to all benefits afforded to a secured creditor under the Uniform Commercial Code (UCC) or otherwise at law. Note Pursuant to the Agreement, debtor has agreed not to further encumber any accounts receivables.