ASSIGNMENT OF CERTIFICATE OF DEPOSIT
This Assignment of Certificate of Deposit is made and entered into as
of the 2nd day of January, 1997, by VISION HEALTH CARE, INC. (hereinafter
Borrower).
WHEREAS, Xxxxxxxx has requested a loan from SunTrust Bank, Tampa Bay
(hereinafter SunTrust) and SunTrust has agreed to such loan subject to the
terms and conditions of the loan documents;
WHEREAS, the loan will be initially secured by deposit account No.
0106020395250 titled in the name of "SunTrust Bank, Tampa Bay, in Escrow
for Vision Health Care, Inc." at SunTrust in the principal amount of
$2,500,000.00 (hereinafter Deposit Account);
WHEREAS, Borrower will thereafter provide to SunTrust Certificate of
Deposit, Customer No. 0602068788, Instrument No. 0000988, titled in the
name of "Vision Health Care, Inc.," to be issued on January 2, 1997, by
SunTrust Bank, Tampa Bay in the original amount of $2,500,000.00, having a
current balance of $2,500,000.00, which Certificate of Deposit presently
matures on December 31, 1997 (hereinafter Certificate of Deposit);
whereupon SunTrust will release the Deposit Account.
NOW, THEREFORE, for and in consideration of the promises and covenants
contained herein, the sufficiency of which is acknowledged by the
undersigned, it is agreed as follows:
1. SunTrust shall make a loan to Borrower in accordance with the
terms and conditions of the promissory note, this Assignment and
all related loan documents (hereinafter Loan Documents).
2. On the effective date hereof, Borrower will obtain and deliver
to SunTrust the Certificate of Deposit, in return for the
release by SunTrust of the Deposit Account.
3. Borrower conveys, assigns, pledges and transfers to SunTrust the
Certificate of Deposit together with any additions,
replacements, substitutions of the Certificate of Deposit and
all interest and proceeds thereof whether now existing or at any
time hereafter acquired in connection with such Certificate of
Deposit. Xxxxxxxx further agrees from time to time to execute
and deliver to SunTrust any and all documents which in the
opinion of SunTrust are necessary to maintain said security
interest.
4. In the event of default by Xxxxxxxx in the performance of the
terms and conditions of the Loan Documents, in addition to all
other rights and remedies prescribed by the Loan Documents,
without notice to Borrower, SunTrust shall have the right, but
not the obligation, to liquidate the Certificate of Deposit and
apply the proceeds received from the liquidation of the
Certificate of Deposit against the loan. The rights and
remedies of SunTrust under the Loan Documents in the event of
default by Borrower shall be cumulative.
5. Borrower warrants that:
A. There are no restrictions on disposition of the Certificate
of Deposit.
X. Xxxxxxxx is the legal registered owner of the Certificate
of Deposit and holds full and absolute beneficial title to
the Certificate of Deposit free and clear of all liens,
charges, encumbrances and security interests of every kind
and nature except as follows: None.
C. The security interest created hereunder is a first priority
lien.
6. Borrower hereby irrevocably constitutes and appoints SunTrust as
Xxxxxxxx's agent and attorney-in-fact for the purposes of
carrying out the provisions of this Assignment and taking any
action and executing any interest which SunTrust or Borrower
reasonably deems necessary or advisable to accomplish the
purposes hereof. The foregoing power of attorney is coupled
with an interest and shall be terminated only upon payment in
full of the obligation.
7. This Assignment is security for the loan and all other
indebtedness of the Borrower to SunTrust whether now or
hereafter existing, whether by way of renewal or modification,
or whether primary, secondary, direct or indirect, by
endorsement, guaranty or otherwise.
8. This Assignment shall be binding upon the Borrower, its heirs,
personal representatives, successors and assigns and shall inure
to the benefit of SunTrust and its successors and assigns.
BORROWER
VISION HEALTH CARE, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
Chairman
