Security Agreement
(All Assets)
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As of April 9, 2001, for value received, XXXXXXXXX SIGN COMPANY, a Texas
corporation ("Debtor") pledges, assigns and grants to Comerica Bank-Texas , a
Texas banking association ("Bank"), whose address is P. O. Xxx 000000, Xxxxxx,
Xxxxx 00000-0000, Attention: Xxxxx Xxxxxx, a continuing security interest and
lien (any pledge, assignment, security interest or other lien arising hereunder
is sometimes referred to herein as a "security interest") in the Collateral (as
defined below) to secure payment when due, whether by stated maturity, demand,
acceleration or otherwise, of all existing and future indebtedness
("Indebtedness") to the Bank of Debtor under the Loan Agreement (as defined
below) and the Loan Documents. Indebtedness includes without limit any and all
obligations or liabilities of the Debtor to the Bank, whether absolute or
contingent, direct or indirect, voluntary or involuntary, liquidated or
unliquidated, joint or several, known or unknown, originally payable to the Bank
or to a third party and subsequently acquired by the Bank including, without
limitation, any late charges, loan fees or charges, and overdraft indebtedness,
any and all obligations or liabilities for which the Borrower and/or Debtor
would otherwise be liable to the Bank were it not for the invalidity or
unenforceability of them by reason of any bankruptcy, insolvency or other law,
or for any other reason; any and all amendments, modifications, renewals and/or
extensions of any of the above; all costs incurred by Bank in establishing,
determining, continuing, or defending the validity or priority of any security
interest, or in pursuing its rights and remedies under this Agreement or any
Loan Document or in connection with any proceeding involving Bank as a result of
any financial accommodation to Debtor under the Loan Agreement (as defined
below) and the Loan Documents; and all other costs of collecting Indebtedness,
including without limit attorneys' fees. Debtor agrees to pay Bank all such
costs incurred by the Bank, immediately upon demand, and until paid all costs
shall bear interest from the date of such demand until paid in full at the
highest per annum rate applicable to any of the Indebtedness, but not in excess
of the maximum rate permitted by law. Any reference in this Agreement to
attorneys' fees shall be deemed a reference to reasonable fees, costs, and
expenses of both in-house and outside counsel and paralegals, whether inside or
outside counsel is used, whether or not a suit or action is instituted, and to
court costs if a suit or action is instituted, and whether attorneys' fees or
court costs are incurred at the trial court level, on appeal, in a bankruptcy,
administrative or probate proceeding or otherwise.
Reference is made to that certain Second Amended and Restated Revolving Credit
and Term Loan Agreement dated as of September 30, 1998 between Debtor and Bank
(as amended from time to time, the "Loan Agreement"). All capitalized terms used
herein and not otherwise defined herein will have the meanings given such terms
in the Loan Agreement.
1. Collateral shall mean all of the property of Debtor described on Exhibit A
attached hereto and incorporated herein for all purposes.
2. Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees
as follows:
2.1 Debtor shall furnish to Bank, in form and at intervals as Bank may
reasonably request, any information Bank may reasonably request
and allow Bank to examine, inspect, and copy any of Debtor's books
and records. Debtor shall, at the reasonable request of Bank, xxxx
its records and the Collateral to clearly indicate the security
interest of Bank under this Agreement.
2.2 At the time any Collateral becomes, or is represented to be,
subject to a security interest in favor of Bank, Debtor shall be
deemed to have warranted that (a) Debtor is the lawful owner of
the Collateral and has the right and authority to subject it to a
security interest granted to Bank; (b) none of the Collateral is
subject to any security interest other than that in favor of Bank
and other Permitted Liens and there are no financing statements on
file, other than in favor of Bank; and (c) Debtor acquired its
rights in the Collateral in the ordinary course of its business.
2.3 Debtor will keep the Collateral free at all times from all claims,
liens, security interests and encumbrances other than those in
favor of Bank and other Permitted Liens. Debtor will not, without
the prior written consent of Bank, sell, transfer or lease, or
permit to be sold, transferred or leased, any or all of the
Collateral, except for Inventory or equipment in the ordinary
course of its business and will not return any Inventory to its
supplier. Bank or its representatives may at all reasonable times
inspect the Collateral and may enter upon all premises where the
Collateral is kept or might be located.
2.4 Debtor will do all acts and will execute or cause to be executed
all writings reasonably requested by Bank to establish, maintain
and continue a perfected and first security interest of Bank in
the Collateral. Debtor agrees that Bank has no obligation to
acquire or perfect any lien on or security interest in any
asset(s), whether realty or personalty, to secure payment of the
Indebtedness, and Debtor is not relying upon assets in which the
Bank may have a lien or security interest for payment of the
Indebtedness.
2.5 Debtor will pay within the time that they can be paid without
interest or penalty all taxes, assessments and similar charges
which at any time are or may become a lien, charge, or encumbrance
upon any Collateral, except to the extent contested in good faith
and bonded in a manner satisfactory to Bank. If Debtor fails to
pay any of these taxes, assessments, or other charges in the time
provided above, Bank has the option (but not the obligation) to do
so, and Debtor agrees to repay all amounts so expended by Bank
immediately upon demand, together with interest at the highest
lawful default rate which could be charged by Bank on any
Indebtedness.
2.6 Debtor will keep the Collateral in good condition and will protect
it from material loss, damage, or deterioration from any cause
(ordinary wear and tear excepted). Debtor has and will maintain at
all times an insurance policy as required under the Loan
Agreement, including without limitation as to the Collateral. If
Debtor fails to maintain satisfactory insurance, Bank has the
option (but not the obligation) to do so and Debtor agrees to
repay all amounts so expended by Bank immediately upon demand,
together with interest at the highest lawful default rate which
could be charged by Bank on any Indebtedness.
2.7 Debtor will do all acts and will execute all writings reasonably
requested by Bank to perform, enforce performance of, and collect
all Accounts Receivable. Debtor shall neither make nor permit any
material modification, compromise or substitution for any Account
Receivable without the prior written consent of Bank. Debtor
shall, at Bank's reasonable request, arrange for verification of
Accounts Receivable directly with account debtors or by other
methods reasonably acceptable to Bank.
2.8 If Bank, acting in its sole discretion, redelivers Collateral to
Debtor or Debtor's designee for the purpose of (a) the ultimate
sale or exchange thereof; or (b) presentation, collection,
renewal, or registration of transfer thereof; or (c) loading,
unloading, storing, shipping, transshipping, manufacturing,
processing or otherwise dealing with it preliminary to sale or
exchange; such redelivery shall be in trust for the benefit of
Bank and shall not constitute a release of Bank's security
interest in it or in the proceeds or products of it unless Bank
specifically so agrees in writing. If Debtor requests any such
redelivery, Debtor will deliver with such request a duly executed
financing statement in form and substance satisfactory to Bank.
Any proceeds of Collateral coming into Debtor's possession as a
result of any such redelivery shall be held in trust for Bank and
immediately delivered to Bank for application on the
Indebtedness. Bank may (in its sole discretion) deliver any or
all of the Collateral to Debtor, and such delivery by Bank shall
discharge Bank from all liability or responsibility for such
Collateral. Bank, at its option, may require delivery of any
Collateral to Bank at any time with such endorsements or
assignments of the Collateral as Bank may reasonably request.
2.9 Upon the occurrence of an Event of Default which is not cured
within the applicable grace or cure period relating thereto under
the Loan Agreement, Bank may (a) cause any or all of the
Collateral to be transferred to its name or to the name of its
nominees; (b) receive or collect by legal proceedings or
otherwise all dividends, interest, principal payments and other
sums and all other distributions at any time payable or
receivable on account of the Collateral, and hold the same as
Collateral, or apply the same to the Indebtedness, the manner and
distribution of the application to be in the sole discretion of
Bank; (c) enter into any extension, subordination,
reorganization, deposit, merger or consolidation agreement or any
other agreement relating to or affecting the Collateral, and
deposit or surrender control of the Collateral, and accept other
property in exchange for the Collateral and hold or apply the
property or money so received pursuant to this Agreement.
2.10 Bank may assign and deliver any or all of the Collatera only in
connection with an assignment of the Loans pursuant to the Loan
Agreement.
2.11 Section 12.13 of the Loan Agreement is incorporated by reference
herein.
3. Collection of Proceeds.
3.1 Debtor agrees to collect and enforce payment of all Collateral
until Bank shall direct Debtor to the contrary. Immediately upon
notice to Debtor by Bank and at all times after that Debtor agrees
to fully and promptly cooperate and assist Bank in the collection
and enforcement of all Collateral and to hold in trust for Bank
all payments received in connection with Collateral and from the
sale, lease or other disposition of any Collateral, all rights by
way of suretyship or guaranty and all rights in the nature of a
lien or security interest which Debtor now or later has regarding
Collateral. Upon the occurrence and continuance of any Event of
Default, and immediately upon and after such notice, Debtor agrees
to (a) endorse to Bank and immediately deliver to Bank all
payments received on Collateral or from the sale, lease or other
disposition of any Collateral or arising from any other rights or
interests of Debtor in the Collateral, in the form received by
Debtor without commingling with any other funds, and (b)
immediately deliver to Bank all property in Debtor's possession or
later coming into Debtor's possession through enforcement of
Debtor's rights or interests in the Collateral. While such Event
of Default is continuing, Debtor irrevocably authorizes Bank or
any Bank employee or agent to endorse the name of Debtor upon any
checks or other items which are received in payment for any
Collateral, and to do any and all things necessary in order to
reduce these items to money. Bank shall have no duty as to the
collection or protection of Collateral or the proceeds of it, or
as to the preservation of any related rights, beyond the use of
reasonable care in the custody and preservation of Collateral in
the possession of Bank. Debtor agrees to take all steps necessary
to preserve rights against prior parties with respect to the
Collateral. Nothing in this Section 3.1 shall be deemed a consent
by Bank to any sale, lease or other disposition of any Collateral.
4. Defaults, Enforcement and Application of Proceeds.
4.1 Upon the occurrence and continuance of any "Event of Default" (as
defined in the Loan Agreement), Debtor shall be in default under
this Agreement. Additionally, the breach of any representation or
warranty in any material respect herein will constitute and Event
of Default.
4.2 Upon the occurrence and during the continuance of any Event of
Default, Bank may at its discretion and without prior notice to
Debtor declare any or all of the Indebtedness to be immediately
due and payable, and shall have and may exercise any right or
remedy available to it under applicable law or in equity
including, without limitation, any one or more of the following
rights and remedies, all in accordance with applicable law:
(a) Exercise all the rights and remedies upon default, in
foreclosure and otherwise, available to secured parties
under the provisions of the Uniform Commercial Code and
other applicable law;
(b) Institute legal proceedings to foreclose upon the lien and
security interest granted by this Agreement, to recover
judgment for all amounts then due and owing as Indebtedness,
and to collect the same out of any Collateral or the
proceeds of any sale of it;
(c) Institute legal proceedings for the sale, under the judgment
or decree of any court of competent jurisdiction, of any or
all Collateral; and/or
(d) Personally or by agents, attorneys, or appointment of a
receiver, enter upon any premises where Collateral may then
be located, and take possession of all or any of it and/or
render it unusable; and without being responsible for loss
or damage to such Collateral, hold, operate, sell, lease, or
dispose of all or any Collateral at one or more public or
private sales, leasings or other dispositions, at places and
times and on terms and conditions as Bank may deem fit,
without any previous demand or advertisement, except as
required by law; and except as provided in this Agreement,
all notice of sale, lease or other disposition, and
advertisement, and other notice or demand, any right or
equity of redemption, and any obligation of a prospective
purchaser or lessee to inquire as to the power and authority
of Bank to sell, lease, or otherwise dispose of the
Collateral or as to the application by Bank of the proceeds
of sale or otherwise, which would otherwise be required by,
or available to Debtor under, applicable law are expressly
waived by Debtor to the fullest extent permitted.
At any sale pursuant to this Section 4.2, whether under the power
of sale, by virtue of judicial proceedings or otherwise, it shall
not be necessary for Bank or a public officer under order of a
court to have present physical or constructive possession of
Collateral to be sold. The recitals contained in any conveyances
and receipts made and given by Bank or the public officer to any
purchaser at any sale made pursuant to this Agreement shall, to
the extent permitted by applicable law, conclusively establish the
truth and accuracy of the matters stated (including, without
limit, as to the amounts of the principal of and interest on the
Indebtedness, the accrual and nonpayment of it and advertisement
and conduct of the sale); and all prerequisites to the sale shall
be presumed to have been satisfied and performed. Upon any sale of
any Collateral, the receipt of the officer making the sale under
judicial proceedings or of Bank shall be sufficient discharge to
the purchaser for the purchase money, and the purchaser shall not
be obligated to see to the application of the money. Any sale of
any Collateral under this Agreement shall be a perpetual bar
against Debtor with respect to that Collateral.
4.3 Debtor shall at the request of Bank, notify the account debtors or
obligors of Bank's security interest in the Collateral and direct
payment of it to Bank. Bank may, itself, upon the occurrence and
during the continuance of any Event of Default so notify and
direct any account debtor or obligor.
4.4 The proceeds of any sale or other disposition of Collateral
authorized by this Agreement shall be applied by Bank in such
order as the Bank, in its discretion, deems appropriate
including, without limitation, the following order: first upon
all expenses authorized by the Uniform Commercial Code and all
reasonable attorneys' fees and legal expenses incurred by Bank;
the balance of the proceeds of the sale or other disposition
shall be applied in the payment of the Indebtedness, first to
interest, then to principal, then to remaining Indebtedness and
the surplus, if any, shall be paid over to Debtor or to such
other person(s) as may be entitled to it under applicable law.
Debtor shall remain liable for any deficiency, which it shall pay
to Bank immediately upon demand.
4.5 Nothing in this Agreement is intended, nor shall it be construed,
to preclude Bank from pursuing any other remedy provided by law or
in equity for the collection of the Indebtedness or for the
recovery of any other sum to which Bank may be entitled for the
breach of this Agreement by Debtor. Nothing in this Agreement
shall reduce or release in any way any rights or security
interests of Bank contained in any existing agreement between
Borrower, Debtor, or any Guarantor and Bank.
4.6 No waiver of default or consent to any act by Debtor shall be
effective unless in writing and signed by an authorized officer of
Bank. No waiver of any default or forbearance on the part of Bank
in enforcing any of its rights under this Agreement shall operate
as a waiver of any other default or of the same default on a
future occasion or of any rights.
4.7 Debtor irrevocably appoints Bank or any agent of Bank (which
appointment shall only be effective upon the occurrence and during
the continuance of an Event of Default and is coupled with an
interest) the true and lawful attorney of Debtor (with full power
of substitution) in the name, place and stead of, and at the
expense of, Debtor:
(a) to demand, receive, xxx for, and give receipts or
acquittances for any moneys due or to become due on any
Collateral and to endorse any item representing any payment
on or proceeds of the Collateral;
(b) to execute and file in the name of and on behalf of Debtor
all financing statements or other filings deemed necessary
or desirable by Bank to evidence, perfect, or continue the
security interests granted in this Agreement; and
(c) to do and perform any act on behalf of Debtor permitted or
required under this Agreement.
4.8 Upon the occurrence and during the continuance of an Event of
Default, Debtor also agrees, upon request of Bank, to assemble the
Collateral and make it available to Bank at any place designated
by Bank which is reasonably convenient to Bank and Debtor.
5. Miscellaneous.
5.1 Until Bank is advised in writing by Debtor to the contrary, all
notices, requests and demands required under this Agreement or by
law shall be given to, or made upon, Debtor at the first address
indicated in Section 5.15 below.
5.2 Debtor will give Bank not less than 90 days prior written notice
of all contemplated changes in Debtor's name, chief executive
office location, principal place of business location, and/or
location of any Collateral, but the giving of this notice shall
not cure any Event of Default caused by this change.
5.3 Bank assumes no duty of performance or other responsibility under
any contracts contained within the Collateral.
5.4 Bank has the right to sell, assign, transfer, negotiate or grant
participations or any interest in, any or all of the Indebtedness
and any related obligations, including without limit this
Agreement, as set forth in the Loan Agreement. In connection with
the above, but without limiting its ability to make other
disclosures to the full extent allowable, Bank may disclose all
documents and information which Bank now or later has relating to
Debtor, the Indebtedness or this Agreement, however obtained,
provided that the recipient of such disclosure shall agree to
keep any confidential information on a confidential basis. Debtor
further agrees that Bank may provide information relating to this
Agreement or relating to Debtor or the Indebtedness to the Bank's
parent, affiliates, subsidiaries, and service providers, provided
that the recipient of such disclosure shall agree to keep any
confidential information on a confidential basis.
5.5 In addition to Bank's other rights, any indebtedness owing from
Bank to Debtor can be set off and applied by Bank on any
Indebtedness at any time(s) either before or after maturity or
demand without notice to anyone. Any such action shall not
constitute acceptance of collateral in discharge of any portion of
the Indebtedness.
5.6 Debtor waives any right to require the Bank to: (a) proceed
against any person or property; or (b) pursue any other remedy in
the Bank's power. Debtor waives notice of acceptance of this
Agreement and presentment, demand, protest, notice of protest,
dishonor, notice of dishonor, notice of default, notice of intent
to accelerate or demand payment or notice of acceleration of any
Indebtedness, any and all other notices to which the undersigned
might otherwise be entitled, and diligence in collecting any
Indebtedness, and agree(s) that the Bank may, once or any number
of times, modify the terms of any Indebtedness, compromise,
extend, increase, accelerate, renew or forbear to enforce payment
of any or all Indebtedness, or permit Borrower to incur additional
Indebtedness, all without notice to Debtor and without affecting
in any manner the unconditional obligation of Debtor under this
Agreement.
5.7 In the event that applicable law shall obligate Bank to give prior
notice to Debtor of any action to be taken under this Agreement,
Debtor agrees that a written notice given to Debtor at least five
days before the date of the act shall be reasonable notice of the
act and, specifically, reasonable notification of the time and
place of any public sale or of the time after which any private
sale, lease, or other disposition is to be made, unless a shorter
notice period is reasonable under the circumstances. A notice
shall be deemed to be given under this Agreement when delivered to
Debtor as set forth in the Loan Agreement.
5.8 Notwithstanding any prior revocation, termination, surrender, or
discharge of this Agreement in whole or in part, the effectiveness
of this Agreement shall automatically continue or be reinstated in
the event that any payment received or credit given by Bank in
respect of the Indebtedness is returned, disgorged, or rescinded
under any applicable law, including, without limitation,
bankruptcy or insolvency laws, in which case this Agreement, shall
be enforceable against Debtor as if the returned, disgorged, or
rescinded payment or credit had not been received or given by
Bank, and whether or not Bank relied upon this payment or credit
or changed its position as a consequence of it. In the event of
continuation or reinstatement of this Agreement, Debtor agrees
upon demand by Bank to execute and deliver to Bank those documents
which Bank determines are appropriate to further evidence (in the
public records or otherwise) this continuation or reinstatement,
although the failure of Debtor to do so shall not affect in any
way the reinstatement or continuation.
5.9 This Agreement and all the rights and remedies of Bank under this
Agreement shall inure to the benefit of Bank's successors and
assigns and to any other holder who derives from Bank title to or
an interest in the Indebtedness or any portion of it, and shall
bind Debtor and the heirs, legal representatives, successors, and
assigns of Debtor. Nothing in this Section 5.10 is deemed a
consent by Bank to any assignment by Debtor.
5.10 If there is more than one Debtor, all undertakings, warranties and
covenants made by Debtor and all rights, powers and authorities
given to or conferred upon Bank are made or given jointly and
severally.
5.11 Except as otherwise provided in this Agreement, all terms in this
Agreement have the meanings assigned to them in Article 9 (or,
absent definition in Article 9, in any other Article) of the
Uniform Commercial Code. "Uniform Commercial Code" means the Texas
Business and Commerce Code as amended.
5.12 No single or partial exercise, or delay in the exercise, of any
right or power under this Agreement, shall preclude other or
further exercise of the rights and powers under this Agreement.
The unenforceability of any provision of this Agreement shall not
affect the enforceability of the remainder of this Agreement.
This Agreement constitutes the entire agreement of Debtor and
Bank with respect to the subject matter of this Agreement. No
amendment or modification of this Agreement shall be effective
unless the same shall be in writing and signed by Debtor and an
authorized officer of Bank. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF TEXAS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
5.13 To the extent that any of the Indebtedness is payable upon demand,
nothing contained in this Agreement shall modify the terms and
conditions of that Indebtedness nor shall anything contained in
this Agreement prevent Bank from making demand, without notice and
with or without reason, for immediate payment of any or all of
that Indebtedness at any time(s), whether or not an Event of
Default has occurred.
5.14 Debtor's chief executive office and its principal place of
business is located and shall be maintained at
0000 Xxxxxxx 00 Xxxx
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STREET ADDRESS
Tyler Texas 75705-9761
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CITY STATE ZIP CODE COUNTY
If Collateral is located at other than the address specified
above, such Collateral is located and shall be maintained at
201 Kodak
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XXXXXX XXXXXXX
Xxxxxxxx Xxxxx 00000
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CITY STATE ZIP CODE COUNTY
#0 Xxxxxxxxxx Xxxxxxxxx Xxxx
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XXXXXX ADDRESS
Xxxxxxxx Xxxxx 00000
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CITY STATE ZIP CODE COUNTY
0000 Xxxxx Xxxxxxx Xxxxxx
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STREET ADDRESS
Xxxxxxxxxxxx Xxxxx 00000
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CITY STATE ZIP CODE COUNTY
Collateral shall be maintained only at the locations identified in
this Section 5.15.
5.15 A carbon, photographic or other reproduction of this Agreement, if
sufficient as a financing statement under the Uniform Commercial
Code, may be filed by Bank in any filing office.
5.16 This Agreement shall be terminated by written agreement and by the
filing of a termination statement in accordance with the
applicable provisions of the Uniform Commercial Code, but the
obligations contained in Section 2.13 of this Agreement shall
survive termination.
5.17 This Agreement is given in restatement, and not in extinguishment
of that certain Security Agreement (Equipment) and that certain
Security Agreement (Inventory and Accounts Receivable), each dated
July, 1991, and each executed by and between Debtor and the Bank
(collectively, the "Original Agreement"). All liens, assignments
and security interests of the Original Agreement are hereby
ratified, confirmed, brought forward, renewed, extended and
rearranged as security for the Indebtedness, in addition to and
cumulative of all other Security for the Indebtedness.
5.18 Debtor agrees to reimburse the Bank upon demand for any and all
reasonable costs and expenses (including, without limit, court
costs, legal expenses and reasonable attorneys' fees, whether
inside or outside counsel is used, whether or not suit is
instituted and, if suit is instituted, whether at the trial court
level, appellate level, in a bankruptcy, probate or administrative
proceeding or otherwise) incurred in enforcing or attempting to
enforce this Agreement or in exercising or attempting to exercise
any right or remedy under this Agreement or incurred in any other
matter or proceeding relating to this Security Agreement.
6. DEBTOR AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING
(OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE,
KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO
TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR
ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE
INDEBTEDNESS.
7. THIS WRITTEN LOAN AGREEMENT (AS DEFINED BY SECTION 26.02 OF THE TEXAS
BUSINESS AND COMMERCE CODE) REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
8. Special Provisions Applicable to this Agreement. (*None, if left blank)
Debtor:
XXXXXXXXX SIGN COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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SIGNATURE OF
Title: Vice President, Chief
Financial Officer and Secretary
Bank:
COMERICA BANK-TEXAS,
a Texas banking association
By: /s/ Xxxxxxx X. Xxxxxx
SIGNATURE OF
Title: Vice President
