SECURITY AGREEMENT EQUIPMENT
Exhibit
10.5
EQUIPMENT
This
Security Agreement is entered into this 30th day of September, 2009, between
XXXXXXXX X. XXXXX, as Trustee
of the Pak-It Members’ Trust, 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000,
hereinafter referred to as "Secured Party", and PAK-IT, LLC and XXXXXXX CHEMICAL
LABORATORIES, INC., both of 000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxx 00000 hereinafter referred to, individually and collectively, as
"Debtor". The parties agree as follows:
1. To
secure the payment of indebtedness evidenced by a promissory note or notes
executed by 310 Holdings,
Inc. to Secured Party and any all extensions and renewals thereof and any
and all liabilities or obligations of 310 Holdings, Inc. or Debtor
to Secured Party, direct or indirect, absolute or contingent, now existing or
hereafter arising, now due or hereafter to become due, Debtor does hereby grant
a continuing security interest in the collateral described in Paragraph 2
hereof.
2. Collateral. The
collateral is all furniture, furnishings, machinery and other equipment of the
Debtor together with all replacements, repairs, additions and accessions to the
property and all other furniture, furnishings, machinery and other equipment in
which Debtor may acquire an interest subsequent to this security
agreement. As further security, Debtor grants to Secured Party a
security interest in all property of Debtor which is or may hereafter be in
Secured Party's possession in any capacity, including all monies owed or to be
owed by Secured Party to Debtor and with respect to all of such property,
Secured Party shall have the same rights as it has with respect to the
Collateral.
3. Debtors
Covenants. Debtor shall:
(a) keep
and maintain the collateral in good condition and repair and not misuse or abuse
it, waste or allow it to deteriorate except for ordinary wear and
tear;
(b) insure
the collateral (until this security agreement is terminated) against fire and
all other expected risks to which it is exposed and those which the Secured
Party may designate, with policies and amounts acceptable to the Secured Party
and payable to both Debtor and the Secured Party, as their interests appear, and
with duplicate policies deposited with the Secured Party;
(c) keep
the collateral at the Debtors’ existing places of business where the Secured
Party may inspect it at any time, and not remove it unless Debtor notifies the
Secured Party in writing and the Secured Party consents in writing in advance of
its removal to another location;
(d)
Debtor shall notify the Secured Party in writing of the acquisition of any
after-acquired property included in the collateral promptly after
acquisition;
(e) Debtor
may not sell, transfer, exchange or otherwise dispose of the collateral or
permit it to be subjected to any unpaid charge or any subsequent interest of a
third person unless the Secured Party consents in advance in writing to the
charge, transfer, disposition, or subsequent interest;
(f) Debtor
shall execute alone or with the Secured Party any document or procure any
document, and pay all connected costs, necessary to protect the security
interest against the rights or interests of third persons;
(g) Debtor
shall immediately and without demand reimburse the Secured Party for all sums
expended by the Secured Party in connection with any action to remedy a default
which the Secured Party elects, including reasonable attorneys'
fees;
(h) Debtor
shall not affix any of the collateral to real estate so as to make the
collateral fixtures.
4. Default. A
material misrepresentation or misstatement in connection with, noncompliance
with or nonperformance of Debtor's covenants hereunder or pursuant to the notes
secured hereunder or any other agreement between Debtor and Secured Party
constitutes a default under this security agreement. In addition,
Debtor is in default if bankruptcy or insolvency proceedings are instituted by
or against Debtor or if Debtor makes an assignment for the benefit of
creditors.
5. Secured
Party's Rights and Remedies. Upon Debtor's default, the Secured Party
may exercise the rights of a Secured Party under the Uniform Commercial Code,
and in addition to those rights may:
(a) without notice to or demand upon
Debtor, make such payments and do such acts as the Secured Party considers
necessary to protect its security interest in the collateral;
(b) take
possession of the collateral, or any part of it and pay, purchase, contest or
compromise any encumbrance, charge or lien which in the judgment of the Secured
Party appears to be prior or superior to this security interest, and in
exercising these powers or authority pay all expenses incurred in connection
with them;
(c) without
notice to or demand upon Debtor, declare all obligations and agreements secured
by this agreement to be immediately due and payable, and enter upon the premises
where the collateral may be and take possession of it and remove
it;
(d) sell
the collateral and apply the proceeds in the manner provided by the Uniform
Commercial Code. Secured Party is also entitled to reasonable
attorneys' fees and legal expenses incurred in retaking and selling the
collateral.
6. Additional
Agreements, Warranties and Affirmations. Debtor agrees, warrants and
affirms that there is no adverse claim or lien, security interest, or
encumbrance in or on the collateral except for the security interest granted in
this agreement, except for the following:
USAmeriBank has a prior perfected
security interest in equipment of Xxxxxxx Chemical Laboratories, Inc. and
Pak-It, LLC to which the security interest granted hereby is
subordinate.
Debtor
has full right, power and authority to create the security interest granted by
this agreement and consents to the filing of financing statements to perfect the
security interest granted hereby.
Executed
at Clearwater, Florida, on the 30th day of September, 2009.
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Creditor:
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Debtor:
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/s/
Xxxxxxxx X.
Xxxxx,
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Xxxxxxx
Chemical Laboratories, Inc., a Florida
corporation
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Xxxxxxxx X. Xxxxx,
As Trustee of
the Pak-It Members’ Trust
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By:
/s/ Xxxxxx
Xxxxxxxxx,
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Xxxxxx
Xxxxxxxxx, V.President
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Pak-It,
LLC, a Florida limited liability company
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By: /s/
Xxxxxx Xxxxxxxxx,
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Xxxxxx
Xxxxxxxxx, Manager
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