Exhibit 10.1


 


SECURITY AGREEMENT


 


IMAGEWARE
SYSTEMS, INC.


 


This
Security Agreement (as amended, modified or otherwise supplemented from time to
time, this “Security Agreement”), dated as of March        ,
2006, is executed by ImageWare Systems, Inc., a Delaware corporation (together with its successors and assigns, “Company”), in favor of Little Bear Investments, LLC (the “Lenders’ Agent”) as Collateral
Agent (as herein defined) on behalf of the Purchasers listed on Schedule A
hereto.


 


RECITALS


 


A.                                   Company
and the Purchasers have entered into a Secured Promissory Note Purchase
Agreement, dated as of the date hereof (the “Note
Purchase Agreement”), pursuant to which the Company has issued
promissory notes, dated as of the date hereof (as amended, modified or otherwise
supplemented from time to time, each a “Note” and
collectively, the “Notes”) in an
aggregate principal amount of $1,550,000 in favor of the Purchasers.


 


B.                                     In
order to induce each Purchaser to extend the credit evidenced by the Notes,
Company has agreed to enter into this Security Agreement and to grant
Collateral Agent, for the benefit of itself and the Purchasers, the security
interest in the Collateral described below.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the above recitals
and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Company hereby agrees with Collateral Agent and
the Purchasers as follows:


 


1.               Definitions and Interpretation. When used in this Security Agreement, the following
terms have the following respective meanings:


 


“Collateral” has the meaning given to
that term in Section 2 hereof.


 


“Liens” means any mortgage, pledge,
security interest, encumbrance, lien or charge of any kind (including, without
limitation, any conditional sale or other title retention agreement or lease in
the nature thereof), any sale of receivables with recourse against the Company,
any filing or agreement to file a financing statement as debtor under the UCC
or any similar statute or any subordination arrangement in favor of another
person.


 


“Obligations” means all loans, advances,
debts, liabilities and obligations, howsoever arising, owed by Company or any
Subsidiary Guarantor to Collateral Agent and the Purchaser of every kind and
description (whether or not evidenced by any note or instrument and whether or
not for the payment of money), now existing or hereafter arising under or
pursuant to the terms of the Notes, the Subsidiary Guarantees, the Guarantor
Security Agreements and the other Financing Documents, including, all interest,
fees, charges, expenses, attorneys’ fees and costs and accountants’


 

















 


fees and costs chargeable to and payable by Company hereunder and
thereunder, in each case, whether direct or indirect, absolute or contingent,
due or to become due, and whether or not arising after the commencement of a
proceeding under Title 11 of the United States Code (11 U.S.C. Section 101
et seq.), as amended from time to time (including post-petition interest) and
whether or not allowed or allowable as a claim in any such proceeding.


 


“Permitted Liens” means (a) Liens
for taxes not yet delinquent or Liens for taxes being contested in good faith
and by appropriate proceedings for which adequate reserves have been
established; and (b) Liens in favor of the Collateral Agent


 


“UCC” means the Uniform Commercial
Code as in effect in the State of Delaware or California from time to time.


 


All capitalized terms not otherwise defined herein
shall have the respective meanings given in the Note Purchase Agreement. Unless
otherwise defined herein, all terms defined in the UCC have the respective
meanings given to those terms in the UCC.


 


2.              Grant
of Security Interest. As security for the Obligations, Company hereby
pledges to Collateral Agent and grants to Collateral Agent a security interest
of first priority in all right, title and interests of Company in and to the
property described in Attachment 1 hereto, whether now existing or
hereafter from time to time acquired (collectively, the “Collateral”).


 


3.               General
Representations and Warranties. Company represents and warrants to
Collateral Agent and the Purchasers that (a) Company is the owner of the
Collateral (or, in the case of after-acquired Collateral, at the time Company
acquires rights in the Collateral, will be the owner thereof) and that no other
Person has (or, in the case of after-acquired Collateral, at the time Company
acquires rights therein, will have) any right, title, claim or interest (by way
of Lien or otherwise) in, against or to the Collateral, other than Permitted
Liens; (b) upon the filing of UCC-1 financing statements in the
appropriate filing offices, Collateral Agent has (or in the case of
after-acquired Collateral, at the time Company acquires rights therein, will
have) a first priority perfected security interest in the Collateral to the
extent that a security interest in the Collateral can be perfected by such
filing, except for Permitted Liens; (c) all Inventory has been (or, in the
case of hereafter produced Inventory, will be) produced in compliance with
applicable laws, including the Fair Labor Standards Act; (d) all accounts
receivable and payment intangibles are genuine and enforceable against the
party obligated to pay the same; (e) the originals of all documents
evidencing all accounts receivable and payment intangibles of Company and the
only original books of account and records of Company relating thereto are, and
will continue to be, kept at the address of the Company set forth in Section 8
of this Security Agreement.


 


4.               Covenants
Relating to Collateral. Company hereby agrees (a) to perform all
acts that may be necessary to maintain, preserve, protect and perfect the
Collateral, the Lien granted to Collateral Agent therein and the perfection and
priority of such Lien, except for Permitted Liens; (b) not to have any
other Liens, except Permitted Liens, placed on the Collateral; (c) not to
use or permit any Collateral to be used (i) in violation in any material
respect of any applicable law, rule or regulation, or (ii) in
violation of any policy of insurance covering the Collateral; (d) to pay
promptly when due all taxes and other governmental charges, all Liens and all
other charges now or hereafter


 


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imposed upon or affecting any Collateral; (e) without
30 days’ written notice to Collateral Agent, (i) not to change Company’s
name or place of business (or, if Company has more than one place of business,
its chief executive office), or the office in which Company’s records relating
to accounts receivable and payment intangibles are kept, (ii) not to
change Company’s state of incorporation, or (f) to procure, execute and
deliver from time to time any endorsements, assignments, financing statements
and other writings reasonably deemed necessary or appropriate by Collateral
Agent to perfect, maintain and protect its Lien hereunder and the priority
thereof and to deliver promptly upon the request of Collateral Agent all
originals of Collateral consisting of instruments.


 


5.               Authorized
Action by Collateral Agent. Company hereby irrevocably appoints Collateral
Agent as its attorney-in-fact (which appointment is coupled with an interest)
and agrees that Collateral Agent may perform (but Collateral Agent
shall not be obligated to and shall incur no liability to Company or any third
party for failure so to do) any act which Company is obligated by this Security
Agreement to perform, and to exercise such rights and powers as Company might
exercise with respect to the Collateral, including the right to (a) collect
by legal proceedings or otherwise and endorse, receive and receipt for all
dividends, interest, payments, proceeds and other sums and property now or
hereafter payable on or on account of the Collateral; (b) enter into any
extension, reorganization, deposit, merger, consolidation or other agreement
pertaining to, or deposit, surrender, accept, hold or apply other property in
exchange for the Collateral; (c) make any compromise or settlement, and
take any action it deems advisable, with respect to the Collateral; (d) pay
any indebtedness of Company relating to the Collateral; (e)  insure,
process and preserve the Collateral; and (f) file UCC financing statements
and execute other documents, instruments and agreements required hereunder; provided,
however, that Collateral Agent shall not exercise any such powers
granted pursuant to subsections (a) through (d) prior to the
occurrence of an Event of Default and shall only exercise such powers during
the continuance of an Event of Default. Company agrees to reimburse Collateral
Agent upon demand for any reasonable costs and expenses, including attorneys’
fees, Collateral Agent may incur while acting as Company’s
attorney-in-fact hereunder, all of which costs and expenses are included in the
Obligations. It is further agreed and understood between the parties hereto
that such care as Collateral Agent gives to the safekeeping of its own property
of like kind shall constitute reasonable care of the Collateral when in
Collateral Agent ‘s possession; provided, however, that
Collateral Agent shall not be required to make any presentment, demand or
protest, or give any notice and need not take any action to preserve any rights
against any prior party or any other person in connection with the Obligations
or with respect to the Collateral.


 


6.               Default
and Remedies.


 


(a)          Default.
Company shall be deemed in default under this Security Agreement upon the
occurrence and during the continuance of an Event of Default.


 


(b)         Remedies.
Upon the occurrence and during the continuance of any such Event of Default,
Collateral Agent shall have the rights of a secured creditor under the UCC, all
rights granted by this Security Agreement and by law, including the right
to:  (a) require Company to assemble
the Collateral and make it available to Collateral Agent and the Purchasers at
a place to be designated by Collateral Agent and the Purchasers; (b) prior
to the disposition of the Collateral, store, process, repair or recondition it
or otherwise prepare it for disposition in any manner and to the extent
Collateral Agent and the Purchasers deem appropriate; and (c) sell or
dispose of the Collateral


 


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pursuant
to a sale under the UCC, if applicable. Company hereby agrees that ten (10) days’
notice of any intended sale or disposition of any Collateral is reasonable. In
furtherance of Collateral Agent ‘s rights hereunder, Company hereby grants to
Collateral Agent an irrevocable, non-exclusive license, exercisable without
royalty or other payment by Collateral Agent, and only in connection with the
exercise of remedies hereunder, to use, license or sublicense any patent,
trademark, trade name, copyright or other intellectual property in which
Company now or hereafter has any right, title or interest together with the
right of access to all media in which any of the foregoing may be recorded
or stored.


 


(c)          Application
of Collateral Proceeds. The proceeds and/or avails of the Collateral, or
any part thereof, and the proceeds and the avails of any remedy hereunder
(as well as any other amounts of any kind held by Collateral Agent at the time
of, or received by Collateral Agent after, the occurrence of an Event of
Default) shall be paid to and applied as follows:


 


(i)                       First,
to the payment of reasonable costs and expenses, including all amounts expended
to preserve the value of the Collateral, of foreclosure or suit, if any, and of
such sale and the exercise of any other rights or remedies, and of all proper
fees, expenses, liability and advances, including reasonable legal expenses and
attorneys’ fees, incurred or made hereunder by Collateral Agent;


 


(ii)                    Second,
to the payment to each Purchaser of the amount then owing or unpaid on such
Purchaser’s Note, and in case such proceeds shall be insufficient to pay in
full the whole amount so due, owing or unpaid upon such Note, then its Pro Rata
Share (as defined below) of the amount remaining to be distributed (to be
applied first to accrued interest and second to outstanding principal);


 


(iii)            Third, to the payment of other
amounts then payable to each Purchaser under any of the Financing Documents,
and in case such proceeds shall be insufficient to pay in full the whole amount
so due, owing or unpaid under such Financing Documents, then its Pro Rata Share
of the amount remaining to be distributed; and


 


(iv)           Fourth,
to the payment of the surplus, if any, to Company, its successors and assigns,
or to whomsoever may be lawfully entitled to receive the same.


 


For purposes of this Security Agreement, the term “Pro Rata Share”
shall mean, when calculating a Purchaser’s portion of any distribution or
amount, that distribution or amount (expressed as a percentage) equal to a
fraction (i) the numerator of which is the then outstanding principal
amount of such Purchaser’s Note and (ii) the denominator of which is the
then aggregate outstanding principal amount of all Notes issued under the Note
Purchase Agreement. In the event that a Purchaser receives payments or
distributions in excess of its Pro Rata Share, then such Purchaser shall hold
in trust all such excess payments or distributions for the benefit of the other
Purchaser and shall pay such amounts held in trust to such other Purchasers
upon demand by such Purchasers.


 


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7.               Collateral Agent.


 


(a)                                  Appointment.
The Company acknowledges the appointment of Lenders’ Agent as the Collateral
Agent pursuant to the Lenders’ Agent Agreement.


 


(b)                                 Supplementing
the Lenders’ Agent Agreement, neither the Collateral Agent nor any of its
directors, officers or employees shall be liable or responsible to any
Purchaser or to Company for any action taken or omitted to be taken by
Collateral Agent or any other such person hereunder or under any related
agreement, instrument or document, except in the case of gross negligence or
willful misconduct on the part of the Collateral Agent, nor shall the
Collateral Agent or any of its directors, officers or employees be liable or
responsible for (i) the validity, effectiveness, sufficiency,
enforceability or enforcement of the Notes, this Security Agreement or any
other Financing Document; (ii) the title of Company to any of the
Collateral or the freedom of any of the Collateral from any prior or other
liens or security interests; (iii) the determination, verification or
enforcement of Company’s compliance with any of the terms and conditions of
this Security Agreement; (iv) the failure by Company to deliver any
instrument  or document required to be
delivered pursuant to the terms hereof; or (v) the receipt, disbursement,
waiver, extension or other handling of payments or proceeds made or received
with respect to the collateral, the servicing of the Collateral or the
enforcement or the collection of any amounts owing with respect to the
Collateral.


 


(c)                                  Supplementing
the Lenders’ Agent Agreement, in the case of this Security Agreement and the
transactions contemplated hereby and any related document relating to any of
the Collateral, each of the Purchasers agree to pay to the Collateral Agent, on
demand, its Pro Rata Share of all fees and all expenses incurred in connection
with the operation and enforcement of this Security Agreement, the Notes or any
other Financing Document to the extent that such fees or expenses have not been
paid by Company. In the case of this Security Agreement and each instrument and
document relating to any of the Collateral, each of the Purchasers and the
Company hereby agrees to hold the Collateral Agent harmless, and to indemnify
the Collateral Agent from and against any and all loss, damage, expense or
liability which may be incurred by the Collateral Agent under this
Security Agreement and the transactions contemplated hereby and any related
agreement or other instrument or document, as the case may be, unless such
liability shall be caused by the willful misconduct or gross negligence of the
Collateral Agent.


 


(d)                                 The
Lenders’ Agent may resign as Collateral Agent and thereupon be discharged
of its duties as Collateral Agent by giving written notice thereof to the
parties hereto. Such resignation shall not take effect until the expiration of
thirty (30) calendar days after the giving of such notice or the earlier
receipt by the resigning Collateral Agent of an instrument of acceptance
executed by a successor agent appointed by the Majority Holders.


 


8.               Miscellaneous.


 


(a)          Notices.
Except as otherwise provided herein, all notices, requests, demands, consents,
instructions or other communications to or upon Company or Collateral Agent
under this Security Agreement shall be in writing and faxed, mailed or
delivered to each party to the facsimile number or its address set forth below
(or to such other facsimile number or address as the recipient of any notice
shall have notified the other in writing). All such notices and communications
shall be effective (a) when sent by Federal Express or other overnight
service of recognized standing, on the business day following the deposit with
such service; (b) when mailed, by registered or certified


 


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mail,
first class postage prepaid and addressed as aforesaid through the United
States Postal Service, upon receipt; (c) when delivered by hand, upon
delivery; and (d) when faxed, upon confirmation of receipt.


 


	
  Collateral Agent:

  	
   

  	
   

  
	
   

  	
   

  	
  Little Bear Investments, LLC

  
	
   

  	
   

  	
  11 Penn Plaza, 5th Floor

  
	
   

  	
   

  	
  New York, NY 10001

  
	
   

  	
   

  	
  Telephone: (212) 946-2736

  
	
   

  	
   

  	
  Facsimile: (212) 946-2670

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
  Westerman Ball Ederer Miller & Sharfstein,
  LLP

  
	
   

  	
   

  	
  170 Old Country Road, 4th Floor

  
	
   

  	
   

  	
  Mineola, New York 11501

  
	
   

  	
   

  	
  Attn: Alan C. Ederer

  
	
   

  	
   

  	
  Telephone: 516-622-9200 Ext. 410

  
	
   

  	
   

  	
  Facsimile: 516-977-3056

  
	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  
	
   

  	
   

  	
  ImageWare Systems, Inc.

  
	
   

  	
   

  	
  10883 Thornmint Road

  
	
   

  	
   

  	
  San Diego, CA 92127

  
	
   

  	
   

  	
  Attn: Mr. Wayne Wetherell

  
	
   

  	
   

  	
  Telephone: 858-673-8600

  
	
   

  	
   

  	
  Facsimile: 858-673-0291

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
  Greenberg Traurig

  
	
   

  	
   

  	
  650 Town Center Drive

  
	
   

  	
   

  	
  Suite 1700

  
	
   

  	
   

  	
  Costa Mesa, CA 92627

  
	
   

  	
   

  	
  Attn: Raymond Lee, Esq.

  
	
   

  	
   

  	
  Telephone: 714-708-6500

  
	
   

  	
   

  	
  Facsimile: 714-708-6501

  
	
   

  	
   

  	
   

  



 


(b)         Termination
of Security Interest. Upon the payment in full of all Obligations, the
security interest granted herein shall terminate and all rights to the
Collateral shall revert to Company. Upon such termination Collateral Agent
hereby authorizes Company to file any UCC termination statements necessary to
effect such termination and Collateral Agent will execute and deliver to
Company any additional documents or instruments as Company shall reasonably
request to evidence such termination.


 


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(c)          Nonwaiver.
No failure or delay on Collateral Agent ‘s part in exercising any right
hereunder shall operate as a waiver thereof or of any other right nor shall any
single or partial exercise of any such right preclude any other further exercise
thereof or of any other right.


 


(d)         Amendments
and Waivers. This Security Agreement may not be amended or modified,
nor may any of its terms be waived, except by written instruments signed
by Company and Collateral Agent, unless if there is no Collateral Agent, by the
Majority Holders (as defined in the Note Purchase Agreement). Each waiver or
consent under any provision hereof shall be effective only in the specific
instances for the purpose for which given.


 


(e)          Assignments.
This Security Agreement shall be binding upon and inure to the benefit of
Collateral Agent and Company and their respective successors and assigns; provided,
however, that Company may not sell, assign or delegate rights and
obligations hereunder without the prior written consent of Collateral Agent.


 


(f)            Cumulative Rights, etc. The rights, powers and remedies
of Collateral Agent under this Security Agreement shall be in addition to all
rights, powers and remedies given to Collateral Agent by virtue of any
applicable law, rule or regulation of any governmental authority, any
Financing Document or any other agreement, all of which rights, powers, and
remedies shall be cumulative and may be exercised successively or
concurrently without impairing Collateral Agent’s rights hereunder. Company
waives any right to require Collateral Agent to proceed against any person or
entity or to exhaust any Collateral or to pursue any remedy in Collateral Agent
‘s power.


 


(g)         Payments
Free of Taxes, Etc. All payments made by Company under the Financing
Documents shall be made by Company free and clear of and without deduction for
any and all present and future taxes, levies, charges, deductions and
withholdings. In addition, Company shall pay upon demand any stamp or other
taxes, levies or charges of any jurisdiction with respect to the execution,
delivery, registration, performance and enforcement of this Security Agreement.
Upon request by Collateral Agent, Company shall furnish evidence satisfactory
to Collateral Agent that all requisite authorizations and approvals by, and
notices to and filings with, governmental authorities and regulatory bodies
have been obtained and made and that all requisite taxes, levies and charges
have been paid.


 


(h)         Partial
Invalidity. If at any time any provision of this Security Agreement is or
becomes illegal, invalid or unenforceable in any respect under the law or any
jurisdiction, neither the legality, validity or enforceability of the remaining
provisions of this Security Agreement nor the legality, validity or enforceability
of such provision under the law of any other jurisdiction shall in any way be
affected or impaired thereby.


 


(i)             Expenses.
Company shall pay all reasonable fees and expenses, including reasonable
attorneys’ fees and expenses, actually incurred by Collateral Agent in
connection with custody, preservation or sale of, or other realization on, any
of the Collateral or the enforcement or attempt to enforce any of the
Obligations which is not performed as and when required by this Security
Agreement.


 


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(j)             Construction.
Each of this Security Agreement and the other Financing Documents is the result
of negotiations among, and has been reviewed by, Company, Purchasers,
Collateral Agent and their respective counsel. Accordingly, this Security
Agreement and the other Financing Documents shall be deemed to be the product
of all parties hereto, and no ambiguity shall be construed in favor of or
against Company, Purchasers or Collateral Agent.


 


(k)          Entire
Agreement. This Security Agreement taken together with the other Financing
Documents constitute and contain the entire agreement of Company, Purchasers
and Collateral Agent and supersede any and all prior agreements, negotiations,
correspondence, understandings and communications among the parties, whether
written or oral, respecting the subject matter hereof.


 


(l)             Other
Interpretive Provisions.  References
in this Security Agreement and each of the other Financing Documents to any
document, instrument or agreement (a) includes all exhibits, schedules and
other attachments thereto, (b) includes all documents, instruments or
agreements issued or executed in replacement thereof, and (c) means such
document, instrument or agreement, or replacement or predecessor thereto, as
amended, modified and supplemented from time to time and in effect at any given
time. The words “hereof,” “herein” and “hereunder” and words of similar import
when used in this Security Agreement or any other Financing Document refer to
this Security Agreement or such other Financing Document, as the case may be,
as a whole and not to any particular provision of this Security Agreement or
such other Financing Document, as the case may be. The words “include” and
“including” and words of similar import when used in this Security Agreement or
any other Financing Document shall not be construed to be limiting or
exclusive.


 


(m)       Governing
Law. This Security Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without reference to
conflicts of law rules.


 


(n)         Counterparts. This Security
Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall be deemed to constitute
one instrument.


 


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IN
WITNESS WHEREOF, Company has caused this Security Agreement to be executed as
of the day and year first above written.


 


	
  IMAGEWARE SYSTEMS, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   

  	
  James Miller, CEO

  
	
   

  



AGREED:


 


LITTLE BEAR INVESTMENTS, LLC


As Collateral Agent


 


	
  By:

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
				



 


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SCHEDULE A


 


PURCHASERS


 


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ATTACHMENT 1


 


TO SECURITY AGREEMENT


 


All
right, title, interest, claims and demands of Company in and to the following
property:


 


(i)                           All
goods and equipment now owned or hereafter acquired, including, without
limitation, all laboratory equipment, computer equipment, office equipment,
machinery, fixtures, vehicles, and any interest in any of the foregoing, and
all attachments, accessories, accessions, replacements, substitutions,
additions, and improvements to any of the foregoing, wherever located;


 


(ii)                        All
inventory now owned or hereafter acquired, including, without limitation, all
merchandise, raw materials, parts, supplies, packing and shipping materials,
work in process and finished products including such inventory as is
temporarily out of Company’s custody or possession or in transit and including
any returns upon any accounts or other proceeds, including insurance proceeds,
resulting from the sale or disposition of any of the foregoing and any
documents of title representing any of the above, and Company’s books relating
to any of the foregoing;


 


(iii)                     All contract rights, general intangibles,
health care insurance receivables, payment intangibles and commercial tort
claims, now owned or hereafter acquired, including, without limitation, all
patents, patent rights (and applications and registrations therefor),
trademarks and service marks (and applications and registrations therefor),
inventions, copyrights, mask works (and applications and registrations
therefor), trade names, trade styles, software and computer programs, trade
secrets, methods, processes, know how, drawings, specifications, descriptions,
and all memoranda, notes, and records with respect to any research and
development, goodwill, license agreements, franchise agreements, blueprints,
drawings, purchase orders, customer lists, route lists, infringements, claims,
computer programs, computer disks, computer tapes, literature, reports,
catalogs, design rights, income tax refunds, payments of insurance and rights
to payment of any kind and whether in tangible or intangible form or
contained on magnetic media readable by machine together with all such magnetic
media;


 


(iv)                    All
now existing and hereafter arising accounts, contract rights, royalties,
license rights and all other forms of obligations owing to Company arising out
of the sale or lease of goods, the licensing of technology or the rendering of
services by Company (subject, in each case, to the contractual rights of third
parties to require funds received by Company to be expended in a particular
manner), whether or not earned by performance, and any and all credit insurance,
guaranties, and other security therefor, as well as all merchandise returned to
or reclaimed by Company and Company’s books relating to any of the foregoing;


 


(v)                       All
documents, cash, deposit accounts, letters of credit, letter of credit rights,
supporting obligations, certificates of deposit, instruments, chattel paper,
electronic chattel paper, tangible chattel paper and investment property,
including, without limitation, all securities, whether certificated or
uncertificated, security entitlements, securities accounts, commodity contracts
and commodity accounts, and all financial assets held in any securities account
or otherwise, wherever located, now owned or hereafter acquired and Company’s
books relating to the foregoing; and


 


(vi)                    Any
and all claims, rights and interests in any of the above and all substitutions
for, additions and accessions to and proceeds thereof, including, without
limitation, insurance, condemnation, requisition or similar payments and the
proceeds thereof.


 


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