GENERAL SECURITY AGREEMENT
GENERAL
SECURITY AGREEMENT, dated July 12, 2007, by and between Sentra Consulting Corp.
(the “Debtor”), and each
of
the Holders of up to One
Million Two Hundred Thousand and 00/100 ($1,200,000) Dollars of
the
Secured Promissory Notes of the Company (the
“Secured Parties”).
W
I T N E
S S E T H :
WHEREAS,
the Secured Parties have advanced funds to Debtor and subsequent to the date
hereof may advance additional funds in an amount not to exceed One Million
Two
Hundred Thousand and 00/100 ($1,200,000) Dollars, each advance being evidenced
by a promissory note (as each such promissory note may be amended, restated,
modified, or otherwise supplemented from time to time, the
"Notes");
WHEREAS,
Karat Platinum LLC (“Karat”) has granted and delivered to the Debtor a
continuing lien on and first priority security interest in and to all of Karat's
right, title and interest with respect to all of the personal property of Karat
(the “Collateral”) on the terms and conditions set forth in the General Security
Agreement between Karat and Debtor dated July 11, 2007;
WHEREAS,
as a condition precedent to the making of such loans by the Secured Parties
to
Debtor, the Secured Parties have required that Debtor enter into, and Debtor
has
agreed to enter into, this General Security Agreement (this “Security
Agreement”) assigning, pledging, conveying, hypothecating, transferring,
granting, and delivering to the Secured Parties a continuing lien on and
security interest in and to all of Debtor's right, title and interest with
respect to the Collateral, as collateral security for Debtor's obligations
to
the Secured Parties pursuant to the Notes, on the terms and conditions set
forth
herein;
NOW
THEREFORE, and in consideration of Debtor obtaining the loans from the Secured
Parties with knowledge that the Secured Parties would not have advanced the
funds but for the promises of Debtor hereunder, Debtor binding itself and its
successors and assigns, does hereby promise, covenant, and agree as
follows:
1. SECURITY
INTEREST.
1.1 Grant
of Security.
As
security for the Obligations (as defined below), Debtor hereby grants a
continuing lien on and security interest to the Secured Parties in all of
Debtor's right, title and interest, in the Collateral.
1.2 Security
for Obligations.
This
Security Agreement secures the payment and performance of all the Obligations
(hereinafter defined). For purposes of this Security Agreement, “Obligations” is
used in its most comprehensive sense and means all of the following:
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(a)
The
Notes; and
(b)
All
costs of collection or enforcement of the foregoing, including, without
limitation, reasonable attorneys' fees incurred in any collection efforts or
in
any action or proceeding.
1.3 Continuing
Agreement.
This
Security Agreement shall create a continuing security interest in the Collateral
and shall remain in full force and effect until performance and payment in
full
of the Obligations.
2. EVENTS
OF DEFAULT.
2.1
Definition
of Event of Default.
The
occurrence of a Default or event of Event of Default pursuant to the terms
and
provisions of the Notes shall constitute an Event of Default by Debtor under
this Security Agreement.
2.2
Acceleration.
If any
Event of Default occurs, then the Secured Parties, by notice in writing to
Debtor as provided for in the Intercreditor Agreement dated as of the date
hereof, shall inform Debtor of such Event of Default and if such default is
not
cured within sixty (60) business days from the date such notice is received
by
Debtor, then the Secured Parties, may, pursuant to the terms of the
Intercreditor Agreement, declare all Obligations to be due and payable.
3. MISCELLANEOUS.
3.1 Waiver.
No
course of dealing or usage of trade, and no oral or written representations
or
agreement, between Debtor and the Secured Parties, whether or not relied on
or
acted upon, and no act, delay or omission by the Secured Parties in exercising
any right or remedy hereunder or with respect to any Obligations shall operate
as a waiver thereof or of any other right or remedy, and no single or partial
exercise thereof shall preclude any other or further exercise thereof or the
exercise of any other right or remedy. The giving of notice or a demand by
the
Secured Parties at any time shall not operate as a waiver in the future of
the
Secured Parties' right to exercise any right or remedy without notice or demand.
The Secured Parties may remedy any default by Debtor in any reasonable manner,
without waiving the default remedied, and without waiving any other prior or
subsequent default by Debtor.
3.2 Remedies
Cumulative.
All
rights and remedies with respect to the Obligations or the Collateral, whether
evidenced hereby or by any other instrument or papers, shall be cumulative
and
may be exercised singularly, alternatively, successively, or concurrently at
such time or at such times as the Secured Parties collectively deem expedient.
3.3 Amendment.
This
Security Agreement may be amended or modified only by a writing signed by all
of
the parties hereto and any provision hereof may be waived only by a writing
signed by each and all of the Secured Parties and the Debtor.
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3.4 Severability.
The
provisions of this Security Agreement are severable, and if any clause or
provision shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect only such
clause or provision, or part thereof, in such jurisdiction and shall not in
any
manner affect such clause or provision in any other jurisdiction, or any other
clause or provision of this Security Agreement in any jurisdiction.
3.5 Assignment.
The
benefits of this Security Agreement shall inure to the benefit of the successors
and assigns of the Secured Parties. The rights and obligations of the Secured
Parties and Debtor under this Security Agreement shall not be assigned or
delegated, by operation of law or otherwise, and any such assignment or
attempted assignment shall be void, of no force or effect.
3.6
Headings.
The
headings contained herein shall be for convenience of reference only and shall
not have any bearing in the meaning of the provisions contained
herein.
3.7
Interpretation.
(a)
Reference to any agreement, document, or instrument means such agreement,
document, or instrument, as may be modified, amended, restated, or otherwise
supplemented from time to time. Reference to any law, statute, regulation,
rule,
or ordinance shall mean law, statute, regulations, rule, or ordinance as
amended, modified, codified, replaced, or reenacted, in whole or in part, from
time to time. (b) "Including" (and with correlative meaning "include") means
including, without limiting the generality of any description preceding such
term means not limited to. (c) With respect to the determination of any period
of time, "from" means "from and including" and "to" means "to but excluding".
(d) References to any documents, instruments, or agreements shall be deemed
to
refer as well to all addenda, exhibits, schedules, or amendments thereto.
3.8
CHOICE
OF LAW.
THIS
SECURITY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS
PRINCIPLES.
3.9
Jurisdiction.
Each of
the Secured Parties and Debtor hereby irrevocably consents to the jurisdiction
of the state or federal courts located in New York County, New York, in
connection with any action or proceeding arising out of or relating to the
Obligations, this Security Agreement or the Collateral, or any document or
instrument delivered with respect to any of the Obligations, or the transactions
and the relationships established thereunder.
3.10 Construction
and Joint Preparation. Each
of
the Secured Parties and Debtor agrees that this Security Agreement shall be
deemed to have been jointly and equally drafted by them, and that the provisions
of this Security Agreement therefore shall not be construed against a party
or
parties on the ground that such party or parties drafted or was more responsible
for the drafting of any such provision(s). The parties further agree that they
have each carefully read the terms and conditions of this Security Agreement,
that they know and understand the contents and effect of this Security Agreement
and that the legal effect of this Security Agreement has been fully explained
to
its satisfaction by counsel of its own choosing.
As used
in this Security Agreement, the masculine, feminine or neuter gender and the
singular or plural numbers shall each be deemed to include the other whenever
the context so requires.
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3.11 EACH
OF THE SECURED PARTIES AND DEBTOR WAIVE ANY AND ALL RIGHTS TO A TRIAL BY
JURY.
ALL
PARTIES TO THIS AGREEMENT UNCONDITIONALLY, IRREVOCABLY, AND EXPRESSLY WAIVE
ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, COUNTERCLAIM, OR
CROSS-CLAIMS ARISING DIRECTLY OR INDIRECTLY IN ANY MATTER (WHETHER SOUNDING
IN
TORT, CONTRACT, OR OTHERWISE) IN ANY WAY ARISING OUT OF OR OTHERWISE RELATING
TO
THIS AGREEMENT OR TRANSACTIONS OR THE RELATIONSHIPS ESTABLISHED THEREUNDER.
ALL
PARTIES CONFIRM THAT THE FOREGOING WAIVER OF A TRIAL BY JURY IS INFORMED AND
FREELY MADE.
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IN
WITNESS WHEREOF, the undersigned have executed this Security Agreement on the
date first set forth above.
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DEBTOR:
By:
/s/
Xxxxxx
Xxxxxxxx
Name:
Xxxxxx
Xxxxxxxx
Title:
President
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