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EXHIBIT 10.30
LEASE MANAGEMENT SERVICES, INC.
COLLATERAL SECURITY AGREEMENT
Agreement made and entered into as of this 16 day of December, 1997, by and
between AURORA BIOSCIENCES CORPORATION, ("Lessee/Debtor") and LEASE MANAGEMENT
SERVICES, INC. ("Lessor/Secured Party").
As security for the payment and performance by AURORA BIOSCIENCES CORPORATION,
("Lessee/Debtor") to LEASE MANAGEMENT SERVICES, INC. ("Lessor/Secured Party");
(a) under Master Lease Agreement Number 10494, Equipment Financing Agreement
Number 10794, and all Schedules thereunder, between Lessee/Debtor and
Lessor/Secured Party (hereinafter collectively referred to as the "Agreements");
(b) any and all obligations of Lessee/Debtor to Lessor/Secured Party hereunder
and any and all indebtedness and obligations of Lessee/Debtor to Lessor/Secured
Party, direct, indirect or contingent, joint or several, whether or not
otherwise secured, and whether now existing or hereafter incurred; and (c) any
and all amounts advanced or expended by Secured Party for the maintenance or
preservation of the Collateral (as defined below); Lessee/Debtor hereby pledges,
assigns and grants to Lessor/Secured Party, a first security interest in:
All equipment (except computer equipment) which was previously leased or
financed or will be leased or financed under the Agreements, together with all
accessories, parts, upgrades, renewals and replacements of, and repairs,
improvements and accessions to the equipment assets and any insurance proceeds
or revenue derived from the sale or other disposition of the equipment
("Collateral"). This first security interest will remain in full force and
effect until all of Lessee/Debtor's obligations are fulfilled under the
Agreements.
Lessee/Debtor hereby warrants that it is the sole owner in possession of all
Collateral and that the Collateral is free and clear of all liens, encumbrances
and adverse claims, with the exception of the security interest herein created
and all other security interests previously granted to LESSOR/SECURED PARTY.
Lessee/Debtor agrees to execute and deliver to Lessor/Secured Party at any time
and from time to time such other security agreements or mortgages of chattel as
Lessor/Secured Party may reasonably request, covering the COLLATERAL.
Lessee/Debtor also agrees to appear in and defend any and all actions and
proceedings, at its own expense, affecting title to the Collateral or any part
thereof, or affecting the security interest of Lessor/Secured Party therein.
Lessee/Debtor also agrees to: do all acts which may be necessary to maintain,
preserve and protect the Collateral and to keep the Collateral in good condition
and repair; not to cause or permit any waste or unusual or unreasonable
depreciation thereof or any act for which the Collateral might be confiscated;
to pay before delinquency all taxes, assessments and liens now or hereafter
imposed upon the Collateral; not to sell, lease, encumber or dispose of all or
any part of the Collateral; at any time upon demand of Lessor/Secured Party to
exhibit to and allow inspection by Lessor/Secured Party of the Collateral; not
to remove or permit the removal of the Collateral from the premises where it is
now located without the prior written consent of Lessor/Secured Party; to
provide, maintain and deliver to Lessor/Secured Party policies insuring the
Collateral against loss or damage by such risks and in such amounts, forms and
companies as Lessor/Secured Party reasonably requires and with loss payable to
Lessor/Secured Party. If Lessor/Secured Party takes possession of the Collateral
in the event of a Default, the insurance policy or policies of any unearned or
returned premium shall, at the option of Lessor/Secured Party, be assigned by
Lessee/Debtor to Lessor/Secured Party, upon Lessor/Secured Party crediting the
amount of any unearned premium upon the obligation secured hereby.
In the event the Collateral or an item thereof is destroyed and payment upon
such policies of insurance is made to Lessee/Debtor and Lessee/Debtor chooses
not to replace the Collateral with
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COLLATERAL SECURITY AGREEMENT
AURORA BIOSCIENCES CORPORATION
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equipment of like kind or value, Lessor/Secured Party will retain all insurance
proceeds except to the extent that the proceeds exceed the remaining obligation
of Lessee/Debtor to Lessor/Secured Party. If Lessee/Debtor chooses to replace
the Collateral or any item thereof with equipment of like kind and value, the
replacement must be completed within 35 days of loss, unless otherwise agreed by
Lessor/Secured Party, Lessee/Debtor must acquire title to the replacement free
and clear of liens and encumbrances and grant to Lessor/Secured Party a first
priority perfected security interest therein; otherwise Lessor/Secured Party
shall be entitled to the insurance proceeds. The provisions of this paragraph
shall not apply to Collateral specifically covered by any schedules to an
Equipment Financing Agreement between Lessee/Debtor and Lessor/Secured Party
which shall be governed by the provisions of the applicable Equipment Financing
Agreement.
If Lessee/Debtor fails to make any payment or do any act as herein required,
then Lessor/Secured Party may, but without obligation to do so, and without
notice to or demand upon Lessee/Debtor, make such payments and do such acts as
Lessor/Secured Party may deem necessary to protect its security interest in the
Collateral. Lessor/Secured Party is hereby authorized (without limiting the
general nature of the authority hereinabove conferred) to take possession of the
Collateral; to pay, purchase, contest, and compromise any encumbrance, charge or
lien which in the judgment of Lessor/Secured Party appears to be prior or
superior to its security interest; and, in exercising any such powers and
authority, to pay necessary expenses, employ counsel and pay reasonable fees
therefor. Lessee/Debtor hereby agrees to repay immediately, and without demand,
all sums so expended by Lessor/Secured Party, with interest from date of
expenditure at the rate of Eighteen Percent (18%), but never to exceed any legal
limit for such interest.
Any officer of Lessor/Secured Party is hereby irrevocably appointed the
attorney-in-fact of Lessee/Debtor, with full power of substitution, to sign any
certificate of ownership, registration card, application therefor, affidavits or
documents necessary to transfer title to any of the Collateral, to receive and
give receipt for all licenses, registration cards and certificates of ownership,
and to do all acts necessary or incident to the powers granted to Lessor/Secured
Party herein, as full as Lessee/Debtor might.
Should Lessee/Debtor default under the Equipment Financing Agreement,, upon
written notice, pursuant to the terms and conditions of the Agreements,
Lessor/Secured Party may (a) immediately take possession of the Collateral
wherever it may be found, using all necessary force to do so or require
Lessee/Debtor to assemble the Collateral and make it available to Lessor/Secured
Party at a place designated by Lessor/Secured Party which is reasonably
convenient to Lessor/Secured Party, and Lessee/Debtor waives all claims for
damages due to or arising from or connected with any such taking; (b) proceed in
the foreclosure of Lessor/Secured Party 's security interest and the sale of the
Collateral in any manner permitted by law, or provided for herein; (c) sell,
lease or otherwise dispose of the Collateral at public or private sale, with or
without having the Collateral at the place of sale, and upon terms and in such
manner as Lessor/Secured Party may determine, and Lessor/Secured Party may
purchase the same at any such sale; (d) retain the Collateral in full
satisfaction of the obligations secured thereby; (e) exercise any remedies of
Lessor/Secured Party under the Uniform Commercial Code.
Prior to any such disposition, Lessor/Secured Party may, at its option, cause
any of the Collateral to be repaired or reconditioned in such manner and to such
extent as Lessor/Secured Party may deem advisable, and any sums expended
therefor by Lessor/Secured Party shall be repaid by Lessee/Debtor and secured
hereby; Lessor/Secured Party shall have the right to enforce one or more
remedies hereunder successively or concurrently, and any such action shall not
stop or prevent Lessor/Secured Party from pursuing any further remedy which it
may have hereunder or by law. If a sufficient sum is not realized from any such
disposition of Collateral to pay all
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COLLATERAL SECURITY AGREEMENT
AURORA BIOSCIENCES CORPORATION
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obligations secured by this agreement, Lessee/Debtor hereby promises and agrees
to pay Lessor/Secured Party any deficiency.
Time and exactitude of each of the terms, obligations, covenants and conditions
are hereby declared to be the essence hereof. No waiver by Lessor/Secured Party
of any breach or default shall be deemed a waiver of any breach or default
thereafter occurring and the taking of any action by Lessor/Secured Party shall
not be deemed to be an election of that action but rather the rights and
privileges and options granted to Lessor/Secured Party under the terms hereof
shall be deemed cumulative, the one with the other and not alternative.
Should the Collateral be sold, with or without the consent of Lessor/Secured
Party, then it is expressly agreed that the proceeds from said sale are hereby
assigned to Lessor/Secured Party who shall immediately receive the entire
proceeds.
Lessee/Debtor agrees to execute any additional documents deemed necessary by
Lessor/Secured Party to assure the perfection of the security interest created
hereunder and to pay any fees or charges paid by Lessor/Secured Party in
connection with the perfection of, or continue the perfection of, the security
interest created hereunder.
Upon termination of the Agreements and the satisfaction of all obligations of
Lessee/Debtor thereunder, Lessor/Secured Party shall release its security
interest in the Collateral, and this Collateral Security Agreement shall
thereupon be without further effect.
IN WITNESS WHEREOF, the parties have caused this Collateral Security Agreement
to be executed as of this 16 day of December, 1997.
LESSEE/DEBTOR: LESSOR/SECURED PARTY:
AURORA BIOSCIENCES LEASE MANAGEMENT SERVICES, INC.
CORPORATION
By: /s/ XXXXXXX X. TOWER By: /s/ XXXXXXX X. XXXXXX
Title: Vice President, Title: EVP/General Manager
Finance and Administration
