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EXHIBIT 4.3
Form of Amended and Restated Security Agreement
The following document is the form of Amended and Restated Security
Agreement in favor of First Chicago NBD Bank, Canada executed by the following
subsidiaries of the Registrant: BMG North America Limited, BMG Holdings Inc.,
976459 Ontario Limited, 829500 Ontario Limited, and Oxford Suspension Ltd. The
agreements are substantially the same in all material respects except as to the
identity of the parties thereto.
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AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENT
This AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENT, dated as of May
14, 1999 (this "Security Agreement"), is by BMG NORTH AMERICA LIMITED, a
corporation organized under the laws of the Province of Ontario (the "Debtor")
in favor of FIRST CHICAGO NBD BANK, CANADA, in its capacity as the Affiliate
designated by NBD Bank, a Michigan banking corporation, to make Canadian
Advances and as collateral agent for the Lenders for the purpose of holding this
security as specified in the Credit Agreement referred to below (the "Secured
Party").
1. CREATION OF SECURITY INTEREST
(1) For value received, Debtor hereby grants to Secured Party a
security interest (the "Security Interest") in the undertaking of Debtor and in
all Goods (including all parts, accessories, attachments, special tools,
additions and accessions thereto), Chattel Paper, Documents of Title (whether
negotiable or not), Instruments, Intangibles and Securities now owned or
hereafter owned or acquired by or on behalf of Debtor (including such as may be
returned to or repossessed by Debtor) and in all proceeds and renewals thereof,
accretions thereto and substitutions therefor (hereinafter collectively called
"Collateral"), including, without limitation, all of the following now owned or
hereafter owned or acquired by or on behalf of Debtor:
(i) all inventory of whatever kind and wherever situated
("Inventory");
(ii) all equipment (other than Inventory) of whatever kind and
wherever situate, including, without limitation, all
machinery, tools, apparatus, plant, furniture, fixtures and
vehicles of whatsoever nature or kind;
(iii) all book accounts and book debts and generally all accounts,
debts, dues, claims, choses in action and demands of every
nature and kind howsoever arising or secured including
letters of credit and advices of credit, which are now due,
owing or accruing or growing due to or owned by or which may
hereafter become due, owing or accruing or growing due to or
owned by Debtor ("Debts");
(iv) all deeds, documents, writings, papers, books of account and
other books relating to or being records of Debts, Chattel
Paper or Documents
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of Title or by which such are or may hereafter be secured,
evidenced, acknowledged or made payable;
(v) all contractual rights and insurance claims and all goodwill,
patents, trademarks, copyrights, and other industrial
property;
(vi) all monies other than trust monies lawfully belonging to
others; and
(vii) all property described in any schedule now or hereafter
annexed hereto.
(2) The Security Interest granted hereby shall not extend or apply to
and Collateral shall not include the last day of the term of any lease or
agreement therefor but upon the enforcement of the Security Interest Debtor
shall stand possessed of such last day in trust to assign the same to any person
acquiring such term.
(3) The terms "Goods", "Chattel Paper", "Documents of Title",
"Instruments", "Intangibles", "Securities", "proceeds", "inventory" and
"accession" whenever used herein shall be interpreted pursuant to their
respective meanings when used in the Personal Property Security Act of Ontario,
as amended from time to time, which Act, including amendments thereto and any
Act substituted therefor and amendments thereto is herein referred to as the
"P.P.S.A." Provided always that the term "Goods" when used herein shall not
include "consumer goods" of Debtor as that term is defined in the P.P.S.A., and
the term "Inventory" when used herein shall include livestock and the young
thereof after conception and crops that become such within the year of execution
of this Security Agreement. Any reference herein to "Collateral" shall, unless
the context otherwise requires, be deemed a reference to "Collateral or any part
thereof".
(4) As used herein, the term "Credit Agreement" means the Amended and
Restated Credit Agreement dated as of the date hereof among Oxford Automotive,
Inc., a corporation incorporated under the laws of the State of Michigan (the
"Company"), each of the Subsidiaries designated under Section 1.1 of the Credit
Agreement as a "Borrowing Subsidiary", the lenders party thereto from time to
time ( the "Lenders") and the Agent, as amended or modified from time to time.
Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Credit Agreement.
2. OBLIGATIONS SECURED
The Security Interest granted hereby secures payment and satisfaction of any and
all of the following (the "Obligations"): (a) the prompt and complete payment of
all indebtedness and other obligations of the Company and the Borrowing
Subsidiaries now or hereafter owing to the Lenders or the Agent under or on
account of the Credit Agreement, any Security Document or any Letter of Credit,
notes or other instruments issued to the Agent or any Lender pursuant thereto,
or any other Loan Document, (b) the prompt and complete payment of all Hedging
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Obligations of any Company, Borrowing Subsidiary or Guarantor owing to any
Lender or any Affiliate of any Lender and (c) the prompt and complete payment of
all indebtedness and obligations of the Company pursuant to the Mexican Facility
Tranche A Guaranty, and (d) the prompt and complete payment of all indebtedness
of the Debtor and any other guarantor under any Guaranty, in all cases, of any
kind or nature, howsoever created or evidenced and whether now or hereafter
existing, direct or indirect (including without limitation any participation
interest acquired by any Lender in any such indebtedness, obligations or
liabilities of the Company or any Borrowing Subsidiary to any other person),
absolute or contingent, joint and/or several, secured or unsecured, arising by
operation of law or otherwise, and whether incurred by the Company or any
Borrowing Subsidiary as principal, surety, endorser, guarantor, accommodation
party or otherwise, including without limitation all principal and all interest
(including any interest accruing subsequent to any petition filed by or against
the Company or any Borrowing Subsidiary under the U.S. Bankruptcy Code),
indemnity and reimbursement obligations, charges, expenses, fees, attorneys'
fees and disbursements and any other amounts owing thereunder (all of the
documents, agreements and instruments among the Company, the Subsidiaries, the
Agent, the Lenders, or any of them, evidencing or securing the repayment of, or
otherwise pertaining to, the Obligations being herein collectively called the
"Loan Documents"). The Obligations secured by this Agreement are continuing in
nature and include those Obligations secured by the Guarantor Security Agreement
dated February 11, 1997 and the Guarantor Security Agreement dated June 24, 1997
by the Debtor in favor of the Secured Party.
3. REPRESENTATIONS AND WARRANTIES OF DEBTOR
Debtor represents and warrants and so long as this Security Agreement
remains in effect shall be deemed to continuously represent and warrant that:
(1) the Collateral is genuine and owned by Debtor free of all security
interests, mortgages, liens, claims, charges or other encumbrances (hereinafter
collectively called "Liens"), save for the Security Interest and Permitted
Liens;
(2) to the best of the Debtor's knowledge, other than as disclosed in
writing by the Debtor to the Secured Party, each Debt, Chattel Paper and
Instrument constituting Collateral is enforceable in accordance with its terms
against the party obligated to pay the same (the "Account Debtor"), and the
amount represented by Debtor to Secured Party from time to time as owing by each
Account Debtor or by all Account Debtors will be the correct amount actually and
unconditionally owing by such Account Debtor or Account Debtors, except for
normal cash discounts where applicable, and no Account Debtor will have any
defence, set off, claim or counterclaim against Debtor which can be asserted
against Secured Party, whether in any proceeding to enforce Collateral or
otherwise; and
(3) the locations specified in Schedule "A" hereto as to business
operations and
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records are accurate and complete and, with respect to Goods (including
Inventory) constituting Collateral, the locations specified in Schedule "A"
hereto are accurate and complete save for Goods in transit to such locations and
Inventory on lease or consignment; and all fixtures or Goods about to become
fixtures and all crops and all oil, gas or other minerals to be extracted and
all timber to be cut which forms part of the Collateral will be situate at one
of such locations.
4. USE OF COLLATERAL BY DEBTOR AND CONFIRMATION OF COLLATERAL BY SECURED
PARTY
Subject to compliance with Debtor's covenants contained herein, Debtor
may, until default, possess, operate, collect, use and enjoy and deal with
Collateral in the ordinary course of Debtor's business in any manner not
inconsistent with the provisions hereof; provided always that Secured Party
shall have the right at any time and from time to time to confirm the existence
and state of the Collateral in any manner Secured Party may consider appropriate
and Debtor agrees to furnish all assistance and information and to perform all
such acts as Secured Party may reasonably request in connection therewith and to
all places where Collateral may be located and to all premises occupied by
Debtor.
5. RECEIPTS OF INCOME FROM AND INTEREST ON COLLATERAL
(1) Until default, Debtor shall have the right to receive any monies
constituting income from or interest on Collateral and if Secured Party receives
any such monies prior to default, Secured Party shall either credit the same to
the account of Debtor or pay the same promptly to Debtor.
(2) After default, Debtor will not request or receive any monies
constituting income from or interest on Collateral and if Debtor receives any
such monies, Debtor will receive the same in trust for and promptly pay the same
to Secured Party.
6. INCREASES, PROFITS, PAYMENTS OR DISTRIBUTIONS REGARDING COLLATERAL
(1) Whether or not default has occurred, Debtor authorizes Secured
Party
(i) to receive any increase in or profits on Collateral (other
than money) and to hold the same as part of Collateral; money
so received shall be treated as income for the purposes of
Clause 5 hereof and dealt with accordingly; and
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(ii) to receive any payment or distribution upon redemption or
retirement or upon dissolution and liquidation of the issuer
of Collateral; to surrender Collateral in exchange therefor;
and to hold any such payment or distribution as part of the
Collateral.
(2) If Debtor receives any such increase or profits (other than money)
or payments or distributions, Debtor will receive the same in trust for and
deliver the same promptly to Secured Party to be held by Secured Party as herein
provided.
7. SECURITIES FORMING PART OF COLLATERAL
If Collateral at any time includes Securities, Debtor authorizes
Secured Party to transfer the same or any part thereof into its own name or that
of its nominee(s) so that Secured Party or its nominee(s) may appear of record
as the sole owner thereof; provided that, until default, Secured Party shall
deliver promptly to Debtor all notices or other communications received by it or
its nominee(s) as such registered owner and, upon demand and receipt of payment
of any necessary expenses thereof, shall issue to Debtor or its order a proxy to
vote and take all action with respect to such Securities. After enforcement of
remedies hereunder, Debtor waives all rights to receive any notices or
communications received by Secured Party or its nominee(s) as such registered
owner and agrees that no proxy issued by Secured Party to Debtor or its order as
aforesaid shall thereafter be effective.
8. COLLECTION OF DEBTS FORMING PART OF COLLATERAL
After default, Secured Party may notify all or any Account Debtors of
the Security Interest and may also direct such Account Debtors to make all
payments on Collateral to Secured Party. Debtor acknowledges that any payments
on or other proceeds of Collateral received by Debtor from Account Debtors,
before or after notification of this Security Interest to Account Debtors, if
received after default, shall be received and held by Debtor in trust for
Secured Party and shall be turned over to Secured Party upon request.
9. COVENANTS OF THE DEBTOR
So long as this Security Agreement remains in effect, Debtor covenants
and agrees:
(1) to defend the Collateral against the claims and demands of all
other parties claiming the same or an interest therein; to keep the Collateral
free from all Liens, except for the Security Interest and Permitted Liens or
hereafter approved in writing, prior to their creation or assumption, by Secured
Party; and not to sell, exchange, transfer, assign, lease, or otherwise dispose
of Collateral or any interest therein without the prior written consent of
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Secured Party, except to the extent permitted under the Credit Agreement;
provided always that, until default, Debtor may, in the ordinary course of
Debtor's business, sell or lease Inventory and, subject to Clause 8 hereof, use
monies available to Debtor;
(2) to notify Secured Party promptly of:
(i) any change in the information contained herein or in the
Schedules hereto relating to Debtor, Debtor's business or
Collateral; and
(ii) any material loss of or damage to Collateral;
(3) to keep the Collateral in good order, condition and repair and not
to use Collateral in violation of the provisions of this Security Agreement or
any other agreement relating to Collateral or any policy insuring Collateral or
any applicable statute, law, by-law, rule, regulation or ordinance;
(4) to do, execute, acknowledge and deliver such financing statements
and further assignments, transfers, documents, acts, matters and things
(including further schedules hereto) as may be reasonably requested by Secured
Party of or with respect to Collateral in order to give effect to these presents
and to pay all costs for searches and filings in connection therewith;
(5) to pay all taxes, rates, levies, assessments and other charges of
every nature which may be lawfully levied, assessed or imposed against or in
respect of Debtor or Collateral as and when the same become due and payable;
(6) to insure the Collateral for such periods, in such amounts, on such
terms and against loss or damage by fire and such other risks as Secured Party
shall reasonably direct with loss payable to Secured Party and Debtor, as
insured, as their respective interests may appear, and to pay all premiums
therefor;
(7) to prevent Collateral, save Inventory sold or leased as permitted
hereby, from being or becoming an accession to other property not covered by
this Security Agreement;
(8) to carry on and conduct the business of Debtor in a proper and
efficient manner and so as to protect and preserve the Collateral and to keep,
in accordance with generally accepted accounting principles, consistently
applied, proper books of account for Debtor's business as well as accurate and
complete records concerning Collateral, and xxxx any and all such records and
Collateral as Secured Party's request so as to indicate the Security Interest;
and
(9) to deliver to Secured Party from time to time promptly upon
request:
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(i) any Documents of Title, Instruments, Securities and Chattel
Paper constituting, representing or relating to Collateral;
(ii) all books of account and all records, ledgers, reports,
correspondence, schedules, documents, statements, lists and
other writing relating to Collateral for the purpose of
inspecting, auditing or copying the same;
(iii) all financial statements prepared by or for Debtor regarding
Debtor's business;
(iv) all policies and certificates of insurance relating to
Collateral; and
(v) such information concerning Collateral, Debtor and Debtor's
business and affairs as Secured Party may reasonably request.
10. EVENTS OF DEFAULT
The happening of any of the following events or conditions shall
constitute default hereunder which is herein referred to as "default":
(1) the nonpayment when due, whether by acceleration or otherwise, of
any principal or interest forming part of the Obligations or the failure of
Debtor to observe or perform any obligation, covenant, term, provision or
condition contained in this Security Agreement; or
(2) any Event of Default under the Credit Agreement;
11. ACCELERATION
Secured Party, in its sole discretion, may declare all or any part of
the Obligations not payable on demand to be immediately due and payable, without
demand or notice of any kind, in the event of default. The provisions of this
clause are not intended in any way to affect any rights of Secured Party with
respect to Obligations which may now or hereafter be payable on demand.
12. REMEDIES
(1) Upon default, Secured Party may appoint or reappoint by instrument
in writing,
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any person or persons, whether an officer or officers or an employee or
employees of Secured Party or not, to be a receiver or receivers (hereinafter
called a "Receiver", which term when used herein shall include a receiver and
manager) of Collateral (including any interest, income or profits therefrom) and
may remove any Receiver so appointed and appoint another in his stead. Any such
Receiver shall, so far as concerns responsibility for his acts, be deemed the
agent of Debtor and not Secured Party, and Secured Party shall not be in any way
responsible for any misconduct, negligence or nonfeasance on the part of any
such Receiver, his servants, agents or employees. Subject to the provisions of
the instrument appointing him, any such Receiver shall have power to take
possession of Collateral, to preserve Collateral or its value, to carry on or
concur in carrying on all or any part of the business of Debtor and to sell,
lease or otherwise dispose of or concur in selling, leasing or otherwise
disposing of Collateral. To facilitate the foregoing powers, any such Receiver
may, to the exclusion of all others, including Debtor, enter upon, use and
occupy all premises owned or occupied by Debtor wherein Collateral may be
situate, maintain Collateral upon such premises, borrow money on a secured or
unsecured basis and use Collateral directly in carrying on Debtor's business or
otherwise, as such Receiver shall, in his discretion, determine. Except as may
be otherwise directed by Secured Party, all monies received from time to time by
such Receiver in carrying out his appointment shall be received in trust for and
paid over to Secured Party. Every such Receiver may, in the discretion of
Secured Party, be vested with all or any of the rights and powers of Secured
Party.
(2) Upon default, Secured Party may, either directly or through its
agents or nominees, exercise all the powers and rights given to a Receiver by
virtue of the foregoing subclause (1).
(3) Secured Party may take possession of, collect, demand, xxx on,
enforce, recover and receive Collateral and give valid and binding receipts and
discharges therefor and in respect thereof and, upon default, Secured Party may
sell, lease or otherwise dispose of Collateral in such manner, at such time or
otherwise dispose of Collateral in such manner, at such time or times and place
or places, for such consideration and upon such terms and conditions as to
Secured Party may seem reasonable.
(4) In addition to those rights granted herein and in any other
agreement now or hereafter in effect between Debtor and Secured Party and in
addition to any other rights Secured Party may have at law or in equity, Secured
Party shall have, both before and after default, all rights and remedies of a
secured party under the P.P.S.A. Provided always that Secured Party shall not be
liable or accountable for any failure to exercise its remedies, take possession
of, collect, enforce, realize, sell, lease or otherwise dispose of Collateral or
to institute proceedings for such purposes. Furthermore, Secured Party shall
have no obligation to take any steps to preserve rights against prior parties to
any Instrument or Chattel Paper, whether Collateral or proceeds and whether or
not in Secured Party's possession and shall not be liable or accountable for
failure to do so.
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(5) Debtor acknowledges that Secured Party or any Receiver appointed by
it may take possession of Collateral wherever it may be located and by any
method permitted by law and Debtor agrees upon request from Secured Party or any
such Receiver to assemble and deliver possession of Collateral at such place or
places as directed.
(6) Debtor agrees to pay all costs, charges and expenses reasonably
incurred by Secured Party or any Receiver appointed by it, whether directly or
for services rendered (including reasonable solicitors' and auditors' costs and
other legal expenses and Receiver remuneration), in operating Debtor's accounts,
in preparing or enforcing this Security Agreement, taking custody of,
preserving, repairing, processing, preparing for disposition and disposing of
Collateral and in enforcing or collecting Obligations and all such costs,
charges and expenses together with any monies owing as a result of any borrowing
by Secured Party or any Receiver appointed by it, as permitted hereby, shall be
a first charge on the proceeds of realization, collection or disposition of
Collateral and shall be secured hereby.
(7) Unless the Collateral in question is perishable or unless Secured
Party believes on reasonable grounds that the Collateral in question will
decline speedily in value, Secured Party will give Debtor such notice of the
date, time and place of any public sale or of the date after which any private
disposition of Collateral is to be made, as may be required by the P.P.S.A.
13. DISPOSITION OF MONIES
Subject to any applicable requirements of the P.P.S.A., all monies
collected or received by Secured Party pursuant to or in exercise of any right
it possesses with respect to Collateral shall be applied on account of the
Obligations in such manner as described in the Credit Agreement or, at the
option of Secured Party, may be held unappropriated in a collateral account or
released to Debtor, all without prejudice to the liability of Debtor or the
rights of Secured Party hereunder. Debtor hereby acknowledges that if the
disposition of all or any Collateral by Secured Party or a Receiver pursuant
hereto does not give rise to sufficient funds to pay all Obligations secured
hereby Debtor shall remain liable for any deficiency until all Obligations have
been paid or satisfied in full. Any surplus shall be accounted for as required
by law.
14. MISCELLANEOUS
(1) Debtor hereby authorizes Secured Party to file such financing
statements and other documents and do such acts, matters and things (including
completing and adding schedules hereto identifying Collateral or any Permitted
Liens affecting Collateral or identifying the locations at which Debtor's
business is carried on and Collateral and records
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relating thereto are situate) as Secured Party may deem appropriate to perfect
and continue the Security Interest, to protect and preserve Collateral and its
Security Interest in the Collateral and to realize upon the Security Interest
and Debtor hereby irrevocably constitutes and appoints each Vice-President from
time to time of Secured Party the true and lawful attorney of Debtor, with full
power of substitution, to do any of the foregoing in the name of Debtor whenever
and wherever it may be deemed necessary or expedient.
(2) Without limiting any other right of Secured Party, whenever the
Obligations are immediately due and payable or Secured Party has the right to
declare the Obligations to be immediately due and payable (whether or not it has
so declared), Secured Party may, in its sole discretion, set off against the
Obligations any and all monies then owed to Debtor by Secured Party in any
capacity, whether or not due, and Secured Party shall be deemed to have
exercised such right of set off immediately at the time of making its decision
to do so even though any charge therefor is made or entered on Secured Party's
records subsequent thereto.
(3) Upon Debtor's failure to perform any of its duties hereunder,
Secured Party may, but shall not be obligated to, perform any or all of such
duties, and Debtor shall pay to Secured Party, forthwith upon written demand
therefor, an amount equal to the expense incurred by Secured Party in so doing
plus interest thereon from the date such expense is incurred until it is paid at
the Overdue Rate.
(4) After default, Secured Party may grant extensions of time and other
indulgences, take and give up security, accept compositions, compound, comprise,
settle, grant releases and discharges and otherwise deal with Debtor, debtors of
Debtor, sureties and others and with Collateral and other security as Secured
Party may see fit without prejudice to the liability of Debtor or Secured
Party's right to hold and realize the Security Interest. Furthermore, Secured
Party may, after default, demand, collect and xxx on Collateral in either
Debtor's or Secured Party's name, at Secured Party's option, and may endorse
Debtor's name on any and all cheques, commercial paper and any other Instruments
pertaining to or constituting Collateral.
(5) No delay or omission by Secured Party 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. Furthermore, Secured Party may remedy any default by
Debtor hereunder or with respect to any Obligations in any reasonable manner
without waiving the default remedied and without waiving any other prior or
subsequent default by Debtor. All rights and remedies of Secured Party granted
or recognized herein are cumulative and may be exercised at any time and from
time to time independently or in combination.
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(6) Debtor waives protest of any Instrument constituting Collateral at
any time held by Secured Party on which Debtor is in any way liable and, subject
to Clause 12(7), notice of any other action taken by Secured Party.
(7) This Security Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns. In any action brought by an assignee of
this Security Agreement and the Security Interest or any part thereof to enforce
any rights hereunder, Debtor shall not assert against the assignee any claim or
defence which Debtor now has or hereafter may have against Secured Party.
(8) Save for any schedules which may be added hereto pursuant to the
provisions hereof, no modification, variation or amendment of any provision of
this Security Agreement shall be made except by a written agreement executed by
the parties hereto and no waiver of any provision hereof shall be effective
unless in writing.
(9) This Security Agreement and the transactions evidenced hereby shall
be governed by and construed in accordance with the laws of the Province of
Ontario as the same may from time to time be in effect, including, where
applicable, the P.P.S.A.
(10) Subject to the requirements of Clauses 12(7) and 14(11) hereof,
whenever either party hereto is required or entitled to notify or direct the
other or to make a demand or request upon the other, such notice, direction,
demand or request shall be in writing shall be sufficiently given only if
delivered to the party for whom it is intended at the principal address of such
party herein set forth or as changed pursuant hereto or if sent by prepaid
registered mail addressed to the party for whom it is intended at the principal
address of such party herein set forth or as changed pursuant hereto. Either
party may notify the other pursuant hereto of any change in such party's
principal address to be used for the purposes hereof.
(11) This Security Agreement and the security afforded hereby is in
addition to and not in substitution for any other security now or hereafter held
by Secured Party and is, and is intended to be, a continuing Security Agreement
and shall remain in full force and effect until the Obligations have been paid
and satisfied in full.
(12) The headings used in this Security Agreement are for convenience
only and are not to be considered a part of this Security Agreement and do not
in any way limit or amplify the terms and provisions of this Security Agreement.
(13) When the context so requires, the singular number shall be read as
if the plural were expressed and the provisions hereof shall be read with all
grammatical changes necessary dependent upon the person referred to being a
male, female, firm or corporation.
(14) If any provisions of this Security Agreement, as amended from time
to time, shall be deemed invalid or void, in whole or in part, by any court of
competent jurisdiction,
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the remaining terms and provisions of this Security Agreement shall remain in
full force and effect.
(15) Nothing herein contained shall in any way obligate Secured Party
to grant, continue, renew, extend time for payment of or accept anything which
constitutes or would constitute Obligations.
(16) The Security Interest created hereby is intended to attach when
this Security Agreement is signed by Debtor and delivered to Secured Party.
15. COPY OF AGREEMENT
Debtor hereby acknowledges receipt of a copy of this Security
Agreement.
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IN WITNESS WHEREOF Debtor has executed this Security Agreement this
14th day of May, 1999.
BMG NORTH AMERICA LIMITED
By:
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Name:
Title:
Agreed to and Accepted by:
FIRST CHICAGO NBD BANK, CANADA, as
the Affiliate designated by NBD Bank
to make Canadian Advances and as
collateral agent for the Lenders for
the purpose of holding this security
as specified in the Credit Agreement
By:
Its:
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