FURTHER
RESTATED AND AMENDED
GENERAL SECURITY AGREEMENT
The within is a restatement and amendment of that certain
Amended and Restated Security Agreement originally made
between Logimetrics, Inc. and Apple Bank for Savings
dated May 19, 1992 and previously assigned by Apple Bank
for Savings to North Fork Bank pursuant to an Assignment
and Assumption Agreement dated December 18, 1992; said
agreement having been previously restated and amended
pursuant to a Restated and Amended General Security
Agreement dated November 18, 1993 and February 22, 1995,
respectively.
AGREEMENT made this 7th day of March, 1996 by the undersigned
to NORTH FORK BANK, having an office at 000 Xxxx Xxxx, Xxxxxxxxx,
Xxx Xxxx 00000 (the "Bank").
1. Definitions.
The term "Obligations" shall include all indebtedness,
obligations, liabilities, and guarantees of any kind of the
undersigned to the Bank (and also to others to the extent of
participations or interests therein of the Bank), now existing or
hereafter arising, and whether direct or indirect, acquired
outright, conditionally or as collateral security from another,
absolute or contingent, joint or several, secured or unsecured, due
or not due, contractual or tortious, liquidated or unliquidated,
arising by operation of law or otherwise, whether or not of a
nature presently contemplated by the parties or subsequently agreed
to by them.
The term "Collateral" shall include all personal property
and fixtures in which the undersigned has or shall have an
interest, now or hereafter existing or acquired, and wherever
located, tangible or intangible, including but not limited to all
present and hereafter existing or acquired accounts, accounts
receivable, contract rights, general intangibles, equipment, goods,
inventory (raw materials, components, work-in process, finished
merchandise and packing and shipping materials), personal property
made available to the undersigned by the Bank (or its agent or
bailee) pursuant to a trust receipt or other security agreement the
effect of which is to continue the Bank's security interest
therein, money, instruments, documents, chattel paper, securities,
deposits, patents and patent rights, credits, claims and demands
against the Bank, and all proceeds, products, returns, additions,
accessions and substitutions of and to any of the foregoing.
All other terms used herein which are defined in the
Uniform Commercial Code of the State of New York shall have the
meanings therein stated.
2. Grant of Security Interest.
In consideration of the loan of (a) Two Million Two
Hundred Thousand ($2,200,000) Dollars pursuant to a Fifth Restated
and Amended Revolving Credit Note dated of even date herewith and
(b) $800,000 pursuant to a Further Restated and Amended Term Note
dated of even date herewith extended by the Bank to the undersigned
and of one or more loans, advances, or other financial
accommodations at any time made or extended by the Bank to the
undersigned, or to any person, firm, or corporation whose
obligations or liabilities are guaranteed at any time by the
undersigned to the Bank, the undersigned hereby grants to the Bank
a valid and binding first security interest in the Collateral, as
security for the payment, performance, and observance by the
undersigned of the Obligations. The undersigned hereby transfers
and delivers to the Bank all Collateral which the Bank is required
to take possession of in order to perfect its security interest,
and agrees to transfer and deliver to the Bank all Collateral which
the Bank is required to take possession of in order to perfect its
security interest therein, promptly upon the acquisition by the
undersigned after the date hereof of any interest in such
Collateral. The undersigned agrees that the Bank has sole
discretion with regard to the making of any loans, advances, or
other financial accommodations to the undersigned or any such other
person, firm, or corporation, and that nothing herein shall
obligate the Bank with respect thereto.
3. Warranties and Agreements. The undersigned warrants and
agrees that:
(a) Collateral location and use. The undersigned's
chief place of business, its financial books and records relating
to the Collateral, and the Collateral, are located and/or based at
the address set forth at the foot of this Agreement. The
undersigned will not relocate any of the Collateral from said
location without the proper written consent of the Bank. The
Collateral was and/or will be acquired by the undersigned solely
for use in its business at said location, and the Collateral is not
and shall not be used for any other use.
(b) Existing liens, security interests, and
encumbrances. Except for the security interest granted herein, the
undersigned is the legal owner of all interest in the Collateral
and shall keep the Collateral free and clear of liens, security
interests, or encumbrances, and will not assign, sell, mortgage,
lease, transfer, pledge, grant a security interest in, encumber or
otherwise dispose of or abandon any part or all of the Collateral
without the prior written consent of the Bank, except for (i)
the sale from time to time in the ordinary course of business of
the undersigned of such items of Collateral as may constitute all
or part of the business inventory of the undersigned and (ii) that
certain subordinate security interest to be granted by the
undersigned to the holder(s) of (i) the Borrower's twelve (12%)
percent Convertible Senior Subordinated Debentures (the
"Debentures"). Any default by the undersigned under or with
respect to any such security instrument or obligations secured
thereby shall constitute an event of default under this Agreement.
(c) Taxes, compliance with laws. The undersigned
will make due and timely payment or deposit of all taxes,
assessments, or contributions required by law which may be lawfully
levied or assessed with respect to any of the Collateral and will
execute and deliver to the Bank, on demand, appropriate
certificates attesting to the timely payment or deposit of all such
taxes, assessments or contributions. The undersigned will use the
Collateral for lawful purposes only, and with all reasonable care
and caution, and in conformity with all applicable laws, ordinances
and regulations. At its own cost and expense the undersigned will
keep the Collateral in proper order, repair, and condition.
(d) Inspection. The Bank shall at all times have
free access to and the right of inspection of any part or all of
the Collateral and any records of the undersigned (and the right to
make extracts from such records), and the undersigned shall deliver
to the Bank the originals or true copies of such papers and
instruments relating to any or all of the Collateral as the Bank
may request at any time.
(e) Collateral to remain personal property. The
Collateral is now and shall be and remain personal property,
notwithstanding the manner in which the Collateral or any part
thereof shall be now or hereafter affixed, attached or annexed to
real property. The undersigned will obtain and deliver to the
Bank such instruments as may be requested by the Bank pursuant to
which any person with an interest in any real estate upon which any
part of all of the tangible Collateral is now or may hereafter be
located consents to the security interest granted herein, disclaims
any interest in the tangible Collateral as fixtures, waives in
favor of the Bank all right to distrain or levy upon the Collateral
for rent due or to become due from the undersigned, and authorizes
the Bank to enter upon any premises of the undersigned at any time
and to remove the Collateral.
(f) Insurance. The undersigned, at its own cost
and expense, will insure the Collateral in the name of and with
loss or damage payable to the undersigned and the Bank, as their
interests may appear, against loss or damage by fire and extended
coverage, theft, burglary, pilferage, bodily injury and such other
risks as the Bank may require, with such companies and in such
amounts as may be required by the Bank at any time in its sole
discretion. All such policies shall provide for ten days' minimum
written notice of cancellation to the Bank, and the undersigned
shall deliver to the Bank the original or duplicate policies, or
certificates or other evidence satisfactory to the Bank, of
compliance with the foregoing insurance provisions. The
undersigned assumes all responsibility and liability arising from
the use of the Collateral, either for negligence or otherwise, by
whomsoever used, employed or operated, and will defend, indemnify
and save the Bank harmless from any and all claim, loss or damage
to persons or property caused by the Collateral or by its use and
operation.
(g) Maintain security interests, reports. In
addition to all other provisions hereof, the undersigned will from
time to time at the sole expense of the undersigned, perform any
and all steps and/or procedures requested by the Bank at any time
to perfect and maintain the Bank's security interest in the
Collateral, including but not limited to transferring any part or
all of the Collateral to the Bank or any nominee of the Bank
(including warehouses), placing and maintaining signs, appointing
custodians, executing and filing financing statements and notices
of lien, delivering to the Bank documents of title representing the
Collateral or evidencing the Bank's security interest in any other
manner acceptable to and requested by the Bank. If requested by
the Bank, the undersigned will from time to time execute and
deliver to the Bank assignments of accounts in form satisfactory to
the Bank, but should the undersigned fail in any one or more
instances to execute and deliver any such assignments of accounts,
such failure shall not constitute a waiver or limitation of the
within security interest in all of the Collateral (including said
accounts) which shall remain in full force and effect.
At the request of the Bank, the undersigned
shall deliver to the Bank all original documents evidencing the
sale and delivery of merchandise or the performance of labor or
services which created any account, including but not limited to
all original contracts, orders, invoices, bills of lading,
warehouse receipts and shipping receipts, together with all
collateral security and/or guarantees or other contracts of
suretyship held by the undersigned in respect of the accounts,
together with assignments of any of the foregoing where requested
by the Bank.
If at any time any part or all of the
Collateral shall be in the possession or control of any of the
undersigned's bailees, agents, or processors, the undersigned will
notify such persons of the Bank's security interest therein and
upon the Bank's request, the undersigned will instruct such persons
to hold all such Collateral for the Bank's account and subject to
the Bank's instructions and the undersigned will obtain and deliver
to the Bank such instrument(s) requested by the Bank pursuant to
which such persons consent to the security interest granted herein,
disclaim any interest in the Collateral, waive in favor of the Bank
all liens upon and claims to the Collateral or any part thereof,
and authorize the Bank at any time to enter upon and remove the
Collateral from any premises upon which the same may be located.
(h) Further documentation. The undersigned shall,
at its sole cost and expense, simultaneously herewith and upon the
request of the Bank, at any time and from time to time, execute and
deliver to the Bank one or more financing statements pursuant to
the Uniform Commercial Code, and any other papers, documents or
instruments required by the Bank in connection herewith. The
undersigned hereby authorizes the Bank to execute and file, at any
time and from time to time, on behalf of the undersigned, one or
more financing statements with respect to all or any part of the
Collateral, the filing of which is advisable, in the sole judgment
of the Bank, pursuant to the law of the State of New York, although
the same may have been executed only by the Bank as secured party.
The undersigned also irrevocably appoints the Bank, its agents,
representatives and designees, as the undersigned's agent and
attorney-in-fact, to execute and file, from time to time, on behalf
of the undersigned, one or more financing statements with respect
to all or any part of the Collateral.
(i) Bona fide accounts. The undersigned warrants
to the Bank that each of the debtors named in any account has legal
capacity to contract and is indebted to the undersigned in the
amount indicated in the books and records of the undersigned and in
any assignments executed and delivered to the Bank; that each
account is bona fide and arises out of the sale and delivery of
merchandise and/or the performance of labor or services.
(j) Collection of accounts. Upon an event of
default as hereinafter defined, where the Bank so requests, all
bills and statements sent to any customer or any account shall
state that said account has been assigned to the Bank and is
payable only to the Bank. The Bank may endorse the name of the
undersigned on all notes, checks, drafts, xxxx of exchange, money
orders, commercial paper of any kind whatsoever, and any other
document received in payment of or in connection with accounts or
otherwise, and the Bank or any officer or employee thereof, is
hereby irrevocably constituted and appointed the agent and
attorney-in-fact for the undersigned for the foregoing purpose, and
to receive, open and dispose of all mail addressed to the
undersigned, and to notify the Post Office authorities to change
the address for the delivery of mail addressed to the undersigned
to such address(es) as the Bank may designate. Any bank or trust
company is hereby irrevocably authorized to permit the Bank to
deposit the proceeds of accounts so endorsed and to withdraw the
same without inquiry as to the circumstances of endorsement or as
to the purpose of withdrawal, and without being required to answer
for the application by the Bank of the monies so withdrawn. The
proceeds of accounts, received by the Bank, shall be applied to the
Obligations but shall not constitute payment thereof until so
applied, it being agreed that the order and method of such
application shall be in the discretion of the Bank.
(k) Settlement of accounts. The Bank is authorized
and empowered to compromise or extend the time for payment of any
of the Collateral, for such amounts and upon such terms as the Bank
may determine, and to accept the return of goods represented by any
of the Collateral, all without notice to or consent by the
undersigned and without discharging or affecting the obligations of
the undersigned hereunder.
(l) Payment of debtor's obligations, reimbursement.
The Bank may in its discretion, for the account and expense of the
undersigned (i) pay any amount or do any act which is required to
be paid or done by the undersigned under this Agreement (including
but not limited to the repair and insuring of Collateral and
payment of taxes) and which the undersigned fails to do or pay as
herein required, (ii) pay any sums due and owing by the undersigned
to the landlord(s) of any premises where any Collateral is located,
and (iii) pay or discharge any lien, security interest or
encumbrance in favor of anyone other than the Bank which covers or
affects the Collateral or any part thereof. The undersigned will
promptly reimburse and pay the Bank for any and all sums, costs,
fees, and expenses which the Bank may pay or incur by reason of
defending, protecting or enforcing the security interest herein
granted or the priority thereof or in enforcing payment of the
Obligations or in discharging any lien or claim against the
Collateral or any part thereof or in the exchange, collection,
compromise or settlement of any of the Collateral or receipt of the
proceeds thereof or for the care of the Collateral, by litigation
or otherwise, and with respect to either the undersigned, account
debtors, guarantors of the undersigned and other persons, including
but not limited to all court costs, collection charges, travel, and
reasonable attorneys' fees (not less than 15 percent of the
outstanding Obligations where permitted by applicable law) and all
reasonable expenses (including reasonable counsel fees) incident to
the enforcement of payment of any obligations of the undersigned by
any action or participation in, or in connection with, a case or
proceeding under chapters 7, 11 or 13 of the Bankruptcy Code, or
any successor statute thereto. All sums paid and all costs,
expenses and liabilities incurred by the Bank pursuant to the
foregoing provisions, together with interest thereon at the rate of
twelve (12%) percent per annum, shall be added to and become part
of the Obligations secured hereby.
4. Transfer of Collateral.
Upon an event of default as hereinafter defined, at
its discretion the Bank may, whether or not any of the Obligations
be due, in its name or in the name of the undersigned or otherwise,
notify any account debtor or the obligor on any instrument to make
payment to the Bank, demand, xxx for, collect or receive any money
or property at any time payable or receivable on account of or in
exchange for, or make any compromise or settlement deemed desirable
by the Bank with respect to, any of the Collateral, but shall be
under no obligation to do so, and/or the Bank may extend the time
of payment, arrange for payment in installments, or otherwise
modify the terms of, or release any of the Collateral, without
thereby incurring responsibility to, or discharging or otherwise
affecting any liability of, the undersigned. At any time the Bank
may assign, transfer and/or deliver to any transferee of any of the
Obligations any or all of the Collateral, and thereafter the Bank
shall be fully discharged from all responsibility with respect to
the Collateral so assigned, transferred and/or delivered. Such
transferee shall be vested with all the powers and rights of the
Bank hereunder, with respect to such Collateral, but the Bank shall
retain all rights and powers hereby given with respect to any of
the Collateral not so assigned, transferred or delivered.
5. Defaults.
The occurrence of any one or more of the following
events shall constitute an event of default by the undersigned
under this Agreement:
(a) if at any time the Bank shall, in its
discretion, consider the Collateral or any part thereof
unsatisfactory or insufficient, and the undersigned shall fail on
demand furnish other Collateral or make payment on account,
satisfactory to the Bank;
(b) if the undersigned or any obligor, maker,
endorser, acceptor, surety or guarantor of, or any other party to
any of the Obligations or the Collateral (the same, including the
undersigned, being collectively referred to herein as "Obligors")
shall default in any way under the Obligations (or of any
instruments evidencing the same) or of any terms or conditions of
this Agreement or the Collateral;
(c) if any warranty, representation or statement of
fact made herein or furnished to the Bank at any time by or on
behalf of the undersigned proves to have been false in any material
respect when made or furnished;
(d) in the event of loss, theft, substantial damage
or destruction of any of the Collateral, or the making of any levy
on, seizure or attachment of any of the Collateral;
(e) if the undersigned shall execute or file a
certificate or other instrument evidencing the legal change of name
of the undersigned without furnishing the Bank at least ten days'
prior written notice thereof;
(f) in the event any of the Obligors shall be
dissolved;
(g) if any of the Obligors shall be party to a
merger or consolidation where said Obligor is not the surviving
entity without the prior written consent of the Bank;
(h) if any of the Obligors shall fail to maintain
its corporate existence in good standing;
(i) if any of the Obligors shall default in the
observance or performance of any term, covenant or agreement
contained herein or in any instrument, document or agreement
delivered by any of the Obligors to the Bank;
(j) if any of the Obligors shall make or send
notice of an intended bulk transfer, or fail, after demand, to
furnish any financial information or to permit the inspection of
books or records of account;
(k) The Obligor makes an assignment for the benefit
of creditors or admits in writing its inability to pay its debts
generally as they become due; or an order, judgment or decree is
entered adjudicating the Obligor as bankrupt or insolvent; or any
order for relief with respect to the Obligor is entered under the
United States Bankruptcy Code; or the Obligor petitions or applies
to any tribunal for the appointment of a custodian, trustee,
receiver or liquidator of the Obligor or of any substantial part of
the assets of the Obligor, or commences any proceeding relating to
the Borrower under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law of
any jurisdiction; or any such petition or application is filed, or
any such proceeding is commenced, against the Obligor and either
(i) the Obligor by any act indicates its approval thereof, consents
thereto, or acquiesces therein or (ii) such petition, application
or proceeding is not dismissed within sixty (60) days;
(l) if any of the Obligors shall voluntarily or
otherwise suspend or interrupt the transaction of its usual
business;
(m) if any Order is entered by any court or
tribunal, at law or in equity, by or against any of the Obligors
for the appointment of any receiver or any trustee for any of the
Obligors and said Order is not discharged within sixty (60) days
from the entry thereof;
(n) if any governmental authority or any court or
other tribunal shall take possession or jurisdiction of any
substantial part of the property of, or assume control over the
affairs or operations of, or a receiver shall be appointed of, any
substantial part of the property of any of the Obligors and said
action is not discharged within sixty (60) days.
6. Remedies on Default.
Upon the occurrence of any one or more of the
aforementioned events of default or at any time thereafter, the
Bank may, without notice to or demand upon the undersigned, declare
any or all of the Obligations immediately due and payable and the
Bank shall have the following rights and remedies in addition to
all rights and remedies of a secured party under the Uniform
Commercial Code or other applicable statute or rule, in any
jurisdiction in which enforcement is sought, all such rights and
remedies being cumulative and not exclusive:
(a) Collateral. The Bank may, at any time and from
time to time, with or without process of law and with or without
the aid and assistance of others, enter upon any premises in which
the Collateral or any part thereof may be located and, without
resistance or interference by the undersigned, take possession of
the Collateral; and/or dispose of all or any part of the Collateral
on any premises of the undersigned; and/or require the undersigned
to assemble and make available to the Bank all or any part of the
Collateral at any place and time designated by the Bank which is
reasonably convenient to the Bank and the undersigned; and/or
remove all or any part of the Collateral from any premises on which
any part thereof may be located for the purpose of effecting
preservation or sale or other disposition thereof; and/or sell,
resell, lease, assign and deliver, or otherwise dispose of, the
Collateral or any part thereof in its existing condition or
following any commercially reasonable preparation or processing, at
public or private proceedings, in one or more parcels at the same
or different times with or without having the Collateral at the
place of sale or other disposition for cash, upon credit or for
future delivery, and in connection therewith the Bank may grant
options, at such place or places and time or times and to such
persons, firms or corporations as the Bank deems best, and without
demand for performance or any notice or advertisement to the
undersigned of the place and time of any public sale or of the
place and time after which any private sale or other disposition
may be made, and/or liquidate or dispose of the Collateral or any
part thereof in any other commercially reasonable manner.
If any of the Collateral is sold by the Bank
upon credit or for future delivery, the Bank shall not be liable
for the failure of the purchaser to purchase or pay for the same
and, in the event of any such failure, the Bank may resell such
Collateral. The undersigned hereby waives all equity and right of
redemption. The Bank may buy any part or all of the Collateral at
any public sale and if any part of all of the Collateral is of a
type which is the subject of widely distributed standard price
quotations the Bank may buy at private sale, all free from any
equity or right of redemption which is hereby waived and released
by the undersigned, and the Bank may make payment therefor (by
endorsement without recourse) in notes of the undersigned to the
order of the Bank in lieu of cash to the amount then due thereon
which the undersigned hereby agrees to accept.
The Bank may apply the cash proceeds actually
received from any sale or other disposition to the reasonable
expenses of retaking, holding, preparing for sale, selling, leasing
and the like, to reasonable attorney's fees (not less than 15
percent of the outstanding Obligations where permitted by law) if
this Agreement or any of the Obligations is referred to an attorney
for enforcement, to all legal expenses, court costs, collection
charges, travel and other expenses which may be incurred by the
Bank in attempting to collect the Obligations or to enforce this
Agreement and realize upon the Collateral, or in the prosecution or
defense of any action or proceeding related to the subject matter
of this Agreement; and then to the Obligations in such order and as
to principal or interest as the Bank may in its sole discretion
determine; and the undersigned shall at all times be and remain
liable and, after crediting the net proceeds of sale or other
disposition as aforesaid, will pay the Bank on demand any
deficiency remaining, including interest thereon and the balance of
any expenses at any time unpaid, with any surplus to be paid to the
undersigned, subject to any duty of the Bank imposed by law to the
holder of any subordinate security interest in the Collateral known
to the Bank.
(b) Bank deposits, balances, etc. The Bank may
appropriate, set off and apply for the payment of any or all of the
Obligations, any and all balances, sums, property, claims, credits,
deposits, accounts, reserves, collections, drafts, notes, or other
items or proceeds of the Collateral in or coming into the
possession of the Bank or its agents and belonging or owing to the
undersigned, without notice to the undersigned, and in such manner
as the Bank may in its sole discretion determine.
(c) Proceeds. Any of the proceeds of the
Collateral received by the undersigned shall not be commingled with
other property of the undersigned, but shall be segregated, held by
the undersigned in trust for the Bank as the exclusive property of
the Bank, and the undersigned will immediately deliver to the Bank
the identical checks, moneys or other proceeds of Collateral
received, and the Bank shall have the right to endorse the name of
the undersigned on any and all checks, or other forms of remittance
received, where such endorsement is required to effect collection.
The undersigned hereby designates, constitutes and appoints the
Bank and any designee or agent of the Bank as attorney-in-fact of
the undersigned, irrevocably and with power of substitution, with
authority to receive, open and dispose of all mail addressed to the
undersigned, to notify the Post Office authorities to change the
address for delivery of mail addressed to the undersigned, to such
address as the Bank may designate; to endorse the name of the
undersigned on any notes, acceptances, checks, drafts, money orders
or other evidences of payment or proceeds of the Collateral that
may come into the Bank's possession; to sign the name of the
undersigned on any invoices, documents, drafts against account
debtors of the undersigned, assignments, requests for verification
of accounts and notices to debtors of the undersigned; to execute
any endorsements, assignments, or other instruments of conveyance
or transfer; and to do all other acts and things necessary and
advisable in the sole discretion of the Bank to carry out and
enforce this Agreement. All acts of said attorney or designee
shall not be liable for any acts of commission or omission nor for
any error of judgment or mistake of fact or law. This power of
attorney being coupled with an interest is irrevocable while any of
the Obligations shall remain unpaid.
7. Liability Disclaimer.
Under no circumstances whatsoever shall the Bank be
deemed to assume any responsibility for or obligation or duty with
respect to any part or all of the Collateral, of any nature or kind
whatsoever, or any matter or proceedings arising out of or relating
thereto. The Bank shall not be required to take any action of any
kind to collect or protect any interest in the Collateral,
including but not limited to any action necessary to preserve its
or the undersigned's rights against prior parties to any of the
Collateral. The Bank shall not be liable or responsible in any way
for the safekeeping, care or custody of any of the Collateral, or
for any loss or damage thereto, or for any diminution in the value
thereof, or for any act or default of any agent or bailee of the
Bank or the undersigned, or of any carrier, forwarding agency or
other person whomsoever, or for the collection of any proceeds, but
the same shall be at the undersigned's sole risk at all times. The
undersigned hereby releases the Bank from any claims, causes of
action and demands at any time arising out of or with respect to
this Agreement or the Obligations, and any actions taken or omitted
to be taken by the Bank with respect thereto, and the undersigned
agrees to defend and hold the Bank harmless from and with respect
to any and all such claims, causes of action and demands. The
Bank's prior recourse to any part of all of the Collateral shall
not constitute a condition of any demand for payment of the
Obligations or of any suit or other proceeding for the collection
of the Obligations.
8. Nonwaiver.
No failure or delay on the part of the Bank in
exercising any of its rights and remedies hereunder or otherwise
shall constitute a waiver thereof, and no single or partial waiver
by the Bank of any default or other right or remedy which it may
have shall operate as a waiver of any other default, right or
remedy or of the same default, right or remedy on a future
occasion.
9. Waivers by Debtor.
The undersigned hereby waives presentment, notice of
dishonor and protest of all instruments included in or evidencing
any of the Obligations or the Collateral and any and all other
notices and demands whatsoever (except as expressly provided
herein) whether or not relating to such instruments. In the event
of any litigation at any time arising with respect to any matter
connected with this Agreement or the Obligations, the undersigned
hereby waives the right to a trial by jury and the undersigned
hereby waives any and all defenses, rights of setoff and rights to
interpose counterclaims of any nature.
10. Modification.
No provision hereof shall be modified, altered or
limited except by a written instrument expressly referring to this
Agreement and to the provision so modified or limited, and executed
by the party to be charged.
11. Authorization.
The execution and delivery of this Agreement has
been authorized by the Board of Directors of the undersigned and by
any necessary vote or consent of stockholders of the undersigned.
12. Binding Effect.
This Agreement and all Obligations of the
undersigned hereunder shall be binding upon the successors or
assigns of the undersigned, and shall, together with the rights and
remedies of the Bank hereunder, inure to the benefit of the Bank
and its successors, endorsees and assigns.
13. Severability.
If any term of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity of all other terms
hereof shall in no way be affected thereby.
IN WITNESS WHEREOF, the undersigned has executed or caused
this Agreement to be executed in the State of New York on March 7,
1996.
LOGIMETRICS, INC.
By: Xxxxxx X. Xxxxxxxxxx
_________________________
Xxxxxx X. Xxxxxxxxxx
President
The chief place of business, the location of the books and
records pertaining to the Collateral and the location of the
Collateral of Logimetrics, Inc. is 000-00 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxx Xxxx.
