SECURITY AGREEMENT
(Chattel Mortgage)
THIS AGREEMENT, made the 11th day of December 1996 under the laws of
the state of New York BETWEEN OAK TREE MEDICAL MANAGEMENT, INC. herein called
the Debtor whose business address is 0 Xxxxxxx Xxxxx, Xxxxx Xxxxxx, X.X. 00000
and whose residence address is [ ] and MAPLE HEALTH INC., SOUTHERN PROFESSIONAL
ASSOCIATES INC. and NORTHERN PROFESSIONAL ASSOCIATES INC., herein called the
Secured Parties, whose address is 00 Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxx Xxxx
00000.
W I T N E S S E T H:
To secure the payment of an indebtedness in the amount of $300,000.00
with interest, payable as follows
Equal monthly payments of $14,735.81 commencing January 15, 1997 and
monthly thereafter for a total of twenty-three (23) monthly payments
with the final payment due and owing on December 15, 1998. Interest,
which is included in the monthly payment, has been calculated at 12
1/2% per annum.
as evidenced by a note or notes of even date herewith, and also to secure any
other indebtedness or liability of the Debtor to the Secured Party direct or
indirect, absolute or contingent, due or to become due, not existing or
hereafter arising, including all future advances or loans which may be made at
the option of the Secured Party, (all hereinafter called the "obligations")
Debtor hereby grants and conveys to the Secured Party a security interest in,
and mortgages to the Secured Party,
(a) the property described in the schedule herein (hereinafter called
the collateral), which collateral the Debtor represents will be used primarily
|_| for personal, family or household purposes
|_| in farming operations
|X| in business or other use
(b) all property, goods and chattels of the same classes as those
scheduled, acquired by the Debtor subsequent to the execution of this agreement
and prior to its termination
(c) all proceeds thereof, if any,
(d) all increases, substitutions, replacements, additions and
accessions thereto.
1. DEBTOR WARRANTS, COVENANTS AND AGREES AS FOLLOWS:
PAYMENT 1a To pay and perform all of the obligations secured by this agreement
according to their terms.
DEFEND 1b To defend the title to the collateral against all persons and
TITLE against all claims and demands whatsoever, which collateral, except for
the security interest granted hereby, is lawfully owned by the Debtor
and is now free and clear of any and all liens, security interests,
claims, charges, encumbrances, taxes and assessments except as may be
set forth in the schedule.
ASSURANCE 1c On demand of the secured party to do the following; furnish further
OF TITLE assurance of title, execute any written agreement or do any other acts
necessary to effectuate the purposes and provisions of this agreement,
execute any instrument or statement required by law or otherwise in
order to perfect, continue or terminate the security interest of the
Secured Party in the collateral and pay all costs of filing in
connection therewith.
POSSESSION 1d To retain possession of the collateral during the existence of
this agreement and not to sell, exchange, assign, loan, deliver, lease,
mortgage or otherwise dispose of same without the written consent of
the Secured Party.
LOCATION 1e To keep the collateral at the location specified in the schedule and
not to remove same (except in the usual course of business for
temporary periods) without the prior written consent of the Secured
Party.
LIENS 1f To keep the collateral free and clear of all liens, charges,
encumbrances, taxes and assessments.
TAXES 1g To pay, when due, all taxes, assessments and license fees relating
to the collateral.
REPAIRS 1h To keep the collateral, at Debtor's own cost and expense, in good
repair and condition and not to misuse, abuse, waste or allow to
deteriorate except for normal wear and tear and to make same available
for inspection by the Secured Party at all reasonable times.
INSURANCE 1i To keep the collateral insured against loss by fire (including
extended coverage), theft and other hazards as the Secured Party may
require and to obtain collision insurance if applicable. Policies shall
be in such form and amounts and with such companies as the Secured
Party may designate. Policies shall be obtained from responsible
insurers authorized to do business in this state. Certificates of
insurance or policies, payable to the respective parties as their
interest may appear, shall be deposited with the Secured Party who is
authorized, but under no duty, to obtain such insurance upon failure of
the Debtor to do so. Debtor shall give immediate written notice to the
Secured Party and to insurers of loss or damage to the collateral and
shall promptly file proofs of loss with insurers. Debtor hereby
appoints the Secured Party the attorney for the Debtor in obtaining,
adjusting and cancelling any such insurance and endorsing settlement
drafts and hereby assigns to the Secured Party all sums which may
become payable under such insurance, including return premiums and
dividends, as additional security for the indebtedness.
LOAN -- 1j If this agreement is security for a loan to be used to pay a part or
USE OF all of the purchase price of the collateral; to use the proceeds of the
PROCEEDS loan to pay the purchase price, filing fees and insurance premiums. The
Secured Party however, may pay the proceeds directly to the seller of
the collateral.
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CHANGE 1k To immediately notify the Secured Party in writing of any change in
OF or discontinuance of Debtor's place or places of business and/or
ADDRESS residence.
AFFIXED 1l That if the collateral has been attached to or is to be attached to
TO real estate, a description of the real estate and the name and address
REALTY of the record owner is set forth in the schedule herein; if the said
collateral is attached to real estate prior to the perfection of the
security interest granted hereby, Debtor will on demand of the Secured
Party furnish the latter with a disclaimer or disclaimers, signed by
all persons having an interest in the real estate, of any interest in
the collateral which is prior to Secured Party's interest.
2. GENERAL PROVISIONS:
NOTES 2a Notes, if any, executed in connection with this agreement are
separate instruments and may be negotiated by Secured Party without
releasing Debtor, the collateral, or any guarantor or co-maker. Debtor
consents to any extension of time of payment. If there be more than one
Debtor, guarantor or co-maker of this agreement or of notes secured
hereby, the obligation of all shall be primary, joint and several.
NON- 2b Waiver of or acquiescence in any default by the Debtor, or failure
WAIVER of the Secured Party to insist upon strict performance by the Debtor of
any warranties or agreements in this security agreement, shall not
constitute a waiver of any subsequent or other default or failure.
NOTICES 2c Notices to either party shall be in writing and shall be delivered
personally or by mail addressed to the party at the address herein set
forth or otherwise designated in writing.
LAW 2d The Uniform Commercial Code shall govern the rights, duties and
APPLIC- remedies of the parties and any provisions herein declared invalid
ABLE under any law shall not invalidate any other provisions or this
agreement.
DEFAULT 2e The following shall constitute a default by Debtor:
non- Failure to pay the principal or any installment of principal or of
payment interest on the indebtedness or any notes when due.
xxxxx- Failure by Debtor to comply with or perform any provision of this
tion agreement.
misre- False or misleading representations or warranties made or given by
presen Debtor in connection with this agreement.
tation
levy Subjection of the collateral to levy of execution or other judicial
process.
insol- Commencement of any insolvency proceeding by or against the Debtor or
vency of any guarantor of or surety for the Debtor's obligations.
death Death of the Debtor or of any Guarantor of or surety for the Debtor's
obligations.
impair- Any reduction in the value of the collateral or any act of the Debtor
ment of which imperils the prospect of full performance or satisfaction of the
security Debtor's obligations herein.
REMEDIES 2f Upon any default of the Debtor and at the option of the Secured
OF Party, the obligations secured by this agreement shall immediately
DEFAULT become due and payable in full without notice or demand and the Secured
Party shall have all the rights, remedies and privileges with respect
to repossession, retention and sale of the collateral and disposition
of the proceeds as are accorded to a Secured Party by the applicable
sections of the Uniform Commercial Code respecting "Default", in effect
as of the date of this Security Agreement.
attorneys' Upon any default, the Secured Party's reasonable attorneys' fees and
fees etc. the legal and other expenses for pursuing, searching for, receiving,
taking,keeping, storing, advertising, and selling the collateral shall
be chargeable to the Debtor.
defic- The Debtor shall remain liable for any deficiency resulting from a sale
iency of the collateral and shall pay any such deficiency forthwith on
demand.
monies If the Debtor shall default in the performance of any of the provisions
advanced of this agreement on the Debtor's part to be performed, Secured Party
may perform same for the Debtor's account and any monies expended in so
doing shall be chargeable with interest to the Debtor and added to the
indebtedness secured hereby.
seizure In conjunction with, addition to or substitution for those rights,
Secured Party, at his discretion, may: (1) enter upon Debtor's premises
peaceable by Secured Party's own means or with legal process and take
possession of the collateral, or render it unusable, or dispose of the
collateral on the Debtor's premises and the Debtor agrees not to resist
assem- or interfere; (2) require Debtor to assemble the collateral and make it
bling available to the Secured Party at a place to be designated by the
collat- Secured Party, reasonable convenient to both parties (Debtor agrees
eral that the Secured Party's address as set forth above is a place
reasonably convenient for such assembling); (3) unless the collateral
is perishable or threatens to decline speedily in value or is of a type
notice customarily sole on a recognized market, Secured Party will give Debtor
of sale reasonable notice of the time and place of any public sale thereof or
of the time after which any private sale or any other intended
disposition thereof is to be made. The requirements of reasonable
notice will be met if such notice is mailed, postage prepaid, to the
address of the Debtor shown above, at least three days before the time
of sale or disposition.
2g Secured Party may assign this agreement and if assigned the assignee
shall be entitled, upon notifying the Debtor, to performance of all of
Debtor's obligations and agreements hereunder and the assignee shall be
entitled to all of the rights and remedies of the Secured Party
hereunder. Debtor will assert no claims or defenses Debtor may have
against the Secured Party against the assignee.
FINANCING 2h The Secured Party is hereby authorized to file a Financing
STATEMENT Statement.
CAPTIONS 2i The Captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this
agreement nor the intent of any provision thereof.
The terms, warranties and agreements herein contained shall bind and inure
to the benefit of the respective parties hereto, and their respective legal
representatives, successors and assigns.
The gender and number used in this agreement are used as a reference term
only and shall apply with the same effect whether the parties are of the
masculine or feminine gender, corporate or other form, and the singular shall
likewise include the plural.
This agreement may not be changed orally.
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IN WITNESS WHEREOF, the Parties have respectively signed and sealed these
presents the day and year first above written.
Oak Tree Medical Management Inc. Maple Health Inc.
By /s/ By /s/
---------------------------- -------------------------------
Southern Professional Associates Inc.
By /s/
-------------------------------
Northern Professional Associates Inc.
By /s/
-------------------------------
SCHEDULE
Describe items of collateral, the address where each item will be located
and describe any prior liens, etc., and the amounts due thereon. If items are
crops or goods affixed or to be affixed to real estate describe the real estate
and state the name and address of the owner of record thereof.
Items Location, etc.
Fitness Equipment Physical Therapy Centers located at:
Furniture
Fixtures 00 Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxx Xxxx
Leasehold Improvements
Leases 00 Xxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx
Equipment Leases
000 Xxxx Xx., Xxxxxxxx, Xxx Xxxx
0000 Xxxxxxxxx Xxxxxx Xxxxx,
Xxxxxxxx, Xxx Xxxx
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