SUMMIT BANK
SECURITY AGREEMENT
(EQUIPMENT AND/OR INVENTORY AND/OR ACCOUNTS)
AGREEMENT by and between Summit Bank ("BANK") and Environmental Waste Management
Associates, L.L.C.; Integrated Analytical Laboratories, L.L.C.; Environmental
Waste Management Associates, Inc.; and Integrated Analytical Laboratories, Inc.
(jointly and severally, "BORROWER"), dated as set forth.
1. DEFINITIONS
The terms set forth below shall be defined as follows:
1.1 "Date of Agreement" is: August 14, 2000.
1.2 "Borrower" means jointly and severally: Environmental Waste
Management Associates, L.L.C., a New Jersey limited liability
company; Integrated Analytical Laboratories, L.L.C., a New
Jersey limited liability company; Environmental Waste
Management Associates, Inc., a New jersey corporation; and
Integrated Analytical Laboratories, Inc., a New Jersey
corporation.
1.3 Borrower's Address means: 000 Xxxxx Xxxx, Xxxxxxxxxx, Xxx
Xxxxxx 00000 as to Environmental Waste Management Associates,
L.L.C.; Integrated Analytical Laboratories, L.L.C.; and
Environmental Waste Management Associates, Inc.; and 000
Xxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000 as to Integrated
Analytical Laboratories, Inc.
1.4 "Bank's Address" is: 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000.
1.5 "Collateral" means all property, assets or rights that secure
the payment of the Obligations, whether now owned or existing
or hereafter created or acquired and cash and noncash proceeds
thereof.
1.6 "Equipment" means, in addition to the definition of equipment
contained in the Uniform Commercial Code, including without
limitation, all machinery and equipment and furniture and
fixtures of Borrower (excluding motor vehicles and automotive
equipment), now owned or hereafter acquired by Borrower, and
used or acquired for use in business of Borrower, together
with all accessions thereto and all substitutions and
replacements thereof and parts therefor; all or part of which
may be or will be installed in, affixed to or attached to real
estate situated at 000 Xxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000 and 000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000, and
including, without limitation, all Equipment listed on any
schedule attached hereto; and cash and non-cash proceeds of
all of the foregoing.
1.7 "Inventory" means, in addition to the definition of inventory
contained in the Uniform Commercial Code, including without
limitation, all goods, merchandise and other personal property
now owned or hereafter acquired by Borrower which are held for
sale, consignment or lease, or are furnished or to be
furnished under any contract of service or are raw materials,
work-in-process, supplies or materials used or consumed in
Borrower's business; and all of the rights of Borrower as
unpaid seller of goods or services and in goods that are
returned, reclaimed or repossessed including, without
limitation, the rights of stoppage in transit, replevin,
reclamation and resale; and all products thereof, and all
substitutions, replacements, additions or accessions therefor
and thereto; all cash and noncash proceeds of all of the
foregoing, including insurance proceeds, and including,
without limitation, all Inventory listed on any schedule
attached hereto.
1.8 "Receivables" means, in addition to the definition of accounts
contained in the Uniform Commercial Code, including without
limitation, all accounts, instruments, documents, chattel
paper and other obligations or indebtedness owed to Borrower
from whatever source arising; all rights of Borrower to
receive any payments in money or kind; all guarantees of
Receivables and security therefor; all cash and noncash
proceeds of all of the foregoing; all of the right, title and
interest of Borrower in and with respect to the goods,
services or other property which give rise to or which secure
any of the Receivables and insurance policies and cash and
noncash proceeds relating thereto, and all of the rights of
Borrower as unpaid seller of goods or services, including,
without limitation, the rights of stoppage in transit,
replevin, reclamation and resale; and all of the foregoing,
whether now existing or hereafter created or acquired.
1.9 "General Intangibles" means, in addition to the definition of
general intangibles contained in the Uniform Commercial Code,
including without limitation, all trademarks, patents,
copyrights, service marks, brand names, trade names, trade
styles, together with the goodwill of the business represented
thereby, all choses in action, all insurance proceeds, all
claims for money due, including tax refunds, from any Federal,
state or municipal government agency thereof or taxing
authority, now owned or hereafter acquired or created by
Borrower together with all renewals, replacements and
substitutions therefor or accessions thereto, all rights
accruing therefrom and cash and noncash proceeds thereof.
1.10 "Loan Document(s)" means any Credit Agreement, Note, Security
Agreement, Mortgage or any other document heretofore, now or
hereafter executed by Borrower to Bank together with all
modifications, extensions and/or renewals thereof.
1.11 "Event of Default" means each and every event specified in
Section 4 of this Agreement.
1.12 "Obligations" means all indebtedness, obligations and
liabilities of Borrower to Bank of every kind and description,
direct or indirect, secured or unsecured, joint or several,
absolute or contingent, due or to become due, including any
overdrafts, whether for payment or performance, now existing
or hereafter arising, whether presently contemplated or not,
regardless of how the same arise or by what instrument,
agreement or book account they may be evidenced, or whether
evidenced by any instrument, agreement or book account,
including but not limited to all loans (including any loan by
modification, renewal or extension), all indebtedness
including any arising from any derivative transactions, all
undertakings to take or refrain from taking any action, all
indebtedness, liabilities or obligations owing from Borrower
to others which Bank may have obtained by purchase,
negotiation, discount, assignment or otherwise; and all
interest, taxes, fees, charges, expenses and attorney's fees,
(whether or not such attorney is a regularly salaried employee
of Bank, any parent corporation or any subsidiary or affiliate
thereof, whether now existing or hereafter created) chargeable
to Borrower or incurred by Bank under the Loan Documents, or
any other document or instrument delivered in connection
herewith or therewith.
To the extent not defined in Section 1 (or any other Loan Document),
unless the context otherwise requires, all other terms contained in
this Agreement shall have the meanings attributed to them by the
Uniform Commercial Code in force in the State of New Jersey as of the
Date of Agreement, to the extent that same are used or defined therein.
To the extent not defined in Section 1, unless the context otherwise
requires, all accounting terms contained in this Agreement shall have
the meanings attributed to them by Generally Accepted Accounting
Principles as of the Date of Agreement, to the extent that same are
used or defined therein.
2. GRANT OF SECURITY INTEREST
To secure payment and performance of the Obligations, Borrower hereby
pledges, assigns and transfers to Bank, and grants to Bank a continuing
lien on and security interest in and to all of the following designated
Collateral: Equipment; Inventory; Receivables; and General Intangibles.
3. SPECIFIC REPRESENTATIONS, WARRANTIES AND COVENANTS WITH RESPECT TO
COLLATERAL
With respect to the Collateral, Borrower hereby represents, warrants
and covenants with Bank as follows:
3.1 If Equipment is a part of the Collateral:
3.1.1 Borrower shall keep the Equipment only at 000 Xxxxx
Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 which premises
are owned by Borrower; 000 Xxxxxxxx Xxxx,
Xxxxxxxx, Xxx Xxxxxx 00000 which premises are owned
by Borrower and 00 Xxxxxx Xxxxxx, Xxxxxxx, Xxx
Xxxxxx which premises are owned by Xxxxxx Street
Associates. If the Collateral is located at real
estate owned by a party other than Borrower
and/or leased to Borrower, Borrower hereby agrees
to provide Bank with disclaimers and waivers
necessary to make the Security Interest in the
Collateral valid against Borrower and any other
person who may hold an interest in such real estate;
3.1.2 Borrower shall keep and maintain all Equipment in
good operating condition and repair, make all
necessary repairs thereto and replacement of parts
thereof so that the value and operating efficiency
thereof shall at all times be maintained and
preserved; and Borrower shall keep complete and
accurate books and records with respect to the
Equipment, including maintenance records;
3.1.3 Borrower shall deliver to Bank any and all evidence
of ownership of, and certificate of title to, any and
all Collateral;
3.1.4 Borrower shall not, without the prior written consent
of Bank, sell, offer to sell, lease or in any other
manner dispose of any Collateral except in the
ordinary course of business; and
3.1.5 Borrower shall notify Bank no later than thirty (30)
days prior to any change of any location where the
Collateral is or may be kept.
3.2 If Inventory is a part of the Collateral:
3.2.1 All Inventory is in possession of Borrower at 000
Xxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 and 000
Xxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000, and
Borrower shall notify Bank, no later than thirty (30)
days prior to any change of any location where the
Inventory is or may be kept;
3.2.2 Borrower shall not sell, lease or otherwise transfer
any interest in the Inventory except that Borrower
may, until an Event of Default occurs, hold, process,
sell or consume Inventory in the ordinary course of
Borrower's business, excluding, however, any sale or
transfer made in partial or total satisfaction of a
debt;
3.2.3 Borrower shall keep current stock, cost and sales
records of the Inventory, accurately itemizing and
describing the types and quantities of Inventory, and
the cost and selling price thereof and all books,
records and documents relating to the Inventory are
and will be genuine, complete and correct;
3.2.4 None of the Inventory is, or at any time or times
hereafter will be stored with a bailee or consignee
without the prior written consent of Bank; and
3.2.5 Borrower shall, at Bank's request, deliver to Bank
any and all evidence of ownership of, certificate of
title to, or other documents evidencing any interest
in, any and all of the Inventory.
3.3 If Receivables are a part of the Collateral:
3.3.1 The address of the chief executive office of Borrower
is Borrower's Address and Borrower has no other
places of business. All records pertaining to the
Receivables (including computer records) and all
returns of Inventory are kept at Borrower's Address,
and Borrower will notify Bank, no later than thirty
(30) days prior to any change in address of the chief
executive office of Borrower or of the change of the
location where records pertaining to Receivables or
returns of Inventory are kept;
3.3.2 All books, records and documents relating to any of
the Receivables (including computer records) are and
will be genuine and in all respects what they purport
to be; and the amount of each Receivable shown on the
books and records of Borrower is and will be the
correct amount actually owing or to be owing at
maturity of such Receivable;
3.3.3 Until Bank directs otherwise, Borrower shall collect
the Receivables. Any proceeds collected by Borrower
shall not be commingled with other funds of Borrower,
shall be held in express trust for the benefit of
Bank and, upon the request of Bank, be immediately
delivered to Bank in the form received, except for
necessary endorsements to permit collection. Bank may
in its sole discretion, allow Borrower to use such
funds to such extent and for such periods, if any, as
Bank elects;
3.3.4 Borrower shall notify Bank if any Receivables arise
out of contracts with the United States or any
department, agency or instrumentality thereof, and
Borrower shall execute any instruments and take any
steps to protect the rights of Bank in and to such
Receivables under the provisions of the Federal
Assignment of Claims Act or any similar act or
regulation; and
3.3.5 Borrower shall provide Bank, at its request, from
time to time with: confirmatory assignment schedules;
copies of all invoices relating to the Receivables;
evidence of shipment or delivery of Inventory; and
such further information and/or schedules as Bank may
reasonably require, all in a form satisfactory to
Bank.
4. EVENTS OF DEFAULT AND ACCELERATION
4.1 The occurrence of any one or more of the following events
shall constitute an Event of Default hereunder:
4.1.1 Failure to perform or observe any covenant, term or
agreement herein set forth or set forth in any Loan
Document;
4.1.2 Any representation or warranty made or deemed made by
Borrower herein or in any Loan Document or which is
contained in any certificate, document, opinion or
other statement furnished now or at any time shall
prove to be incorrect in any material respect on or
as of the date made or deemed to be made;
4.1.3 Occurrence of any Event of Default provided for in
any Loan Document including, without limitation, the
Note or Section 6 of the Secured Credit Agreement.
4.2 If any Event of Default shall occur, then or at any time
thereafter, while such Event of Default shall continue, Bank
may declare all Obligations to be due and payable, without
notice, protest, presentment or demand, all of which are
hereby expressly waived by Borrower.
5. RIGHTS AND REMEDIES
Bank shall have the rights and remedies set forth in the Note and the
Secured Credit Agreement and any other Loan Document, together with:
5.1 The right to enter and/or remain upon the premises of
Borrower without any obligation to pay rent to Borrower or
others, or any other place or places where any of the
Collateral is located and kept and:
5.1.1 Remove Collateral therefrom to the premises of Bank
or any agent of Bank, for such time as Bank may
desire in order to maintain,collect, sell and/or
liquidate the Collateral.
5.1.2 Use such premises, together with materials, supplies,
books and records of Borrower, to maintain possession
and/or the condition of the Collateral, and to
prepare the Collateral for selling, liquidating or
collecting. Bank may require Borrower to assemble the
Collateral and make it available to Bank at a place
to be designated by Bank which is reasonably
convenient to both parties.
5.2 The right to file a copy (including a carbon, photographic or
other reproduction) of this Security Agreement in lieu of a
financing statement.
6. GENERAL PROVISIONS
6.1 This Agreement is a security agreement within the meaning of
the Uniform Commercial Code in force in the State of New
Jersey.
6.2 The General Provisions contained in Section 8 of the Secured
Credit Agreement shall be fully applicable and are
incorporated herein as terms and conditions of this Agreement.
7. ASSIGNMENT BY BANK
Bank, may from time to time, without notice to Borrower, sell, assign,
transfer or otherwise dispose of all or any part of the Obligations
and/or the Collateral therefor. In such event, each and every immediate
and successive purchaser, assignee, transferee or holder of all or any
part of the Obligations and/or the Collateral shall have the right to
enforce this Agreement, by legal action or otherwise, for its own
benefit as fully as if such purchaser, assignee, transferee or holder
were herein by name specifically given such rights. Bank shall have an
unimpaired right to enforce this Agreement for its benefit to that
portion of the Obligations as Bank has not sold, assigned, transferred
or otherwise disposed of.
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8. WAIVER OF JURY TRIAL
BORROWER WAIVES TRIAL BY JURY AND CONSENTS TO AND CONFERS PERSONAL
JURISDICTION ON COURTS OF THE STATE OF NEW JERSEY OR OF THE FEDERAL
GOVERNMENT, AND EXPRESSLY WAIVES ANY OBJECTIONS AS TO VENUE IN ANY OF
SUCH COURTS, AND AGREES THAT SERVICE OF PROCESS MAY BE MADE ON BORROWER
BY MAILING A COPY OF THE SUMMONS TO BORROWER AT BORROWER'S ADDRESS.
BANK LIKEWISE WAIVES TRIAL BY JURY.
===============================================================================
WITNESS: BORROWER Environmental Waste Management
Associates, L.L.C.
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxxxxx X. Xxxxxxx
---------------------------- -----------------------------------
Xxxxxx Xxxxxxxxx, Secretary Xxxxxxxx X. Xxxxxxx, President
WITNESS: BORROWER Integrated Analytical
Laboratories, L.L.C.
/s/ Xxxxx Xxxxxxxxxx /s/ Xxxxxxx Xxxxxx
---------------------------- -----------------------------------
Xxxxx Xxxxxxxxxx, Secretary Xxxxxxx Xxxxxx, President
ATTEST: BORROWER Environmental Waste
Management Associates, Inc.
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxxxxx X. Xxxxxxx
---------------------------- ----------------------------------
Xxxxxx Xxxxxxxxx, Secretary Xxxxxxxx X. Xxxxxxx, President
ATTEST: BORROWER Integrated Analytical
Laboratories, Inc.
/s/ Xxxxx Xxxxxxxxxx /s/ Xxxxxxx Xxxxxx
---------------------------- ----------------------------------
Xxxxx Xxxxxxxxxx, Secretary Xxxxxxx Xxxxxx, President
ATTEST: SUMMIT BANK
------------------------------- /s/ Xxxx Xxxxxxx
-----------------------------------
Bank Officer Name: __________________________ Xxxx Xxxxxxx, Vice President
Bank Officer Title: _________________________
NJMM0501(10/96)
NJCM0501(12/96)
