COMMERCIAL SECURITY AGREEMENT
Exhibit
10.6
THIS
COMMERCIAL SECURITY AGREEMENT dated November 30, 2007, is made and
executed between 3-D SERVICE, LTD., an Ohio limited liability
company with its principal place of business at 000 Xxxx Xxxx, X.X., Xxxxxxxxx,
Xxxx 00000 (“Grantor”) and BDEWEES, INC.,
an Ohio corporation with its principal place of business at 0000 Xxxxxx Xxxxxx,
X.X., Xxxxxx, Xxxx 00000 (“Lender”).
GRANT
OF SECURITY INTEREST. For valuable consideration, Grantor
grants to Lender a security interest in the Collateral to secure the
Indebtedness and agrees that Lender shall have the rights stated in this
Agreement with respect to the Collateral, in addition to all other rights which
Lender may have by law.
DEFINITIONS. The
following capitalized words and terms shall have the following meanings when
used in this Agreement. Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the
United States of America. Words and terms used in the
singular shall include the plural, and the plural shall include the singular,
as
the context may require. Words and terms not otherwise defined in
this Agreement shall have the meanings attributed to such terms in the Uniform
Commercial Code:
Agreement. The
word "Agreement" means this Commercial Security Agreement, as this Commercial
Security Agreement may be amended or modified from time to time, together with
all exhibits and schedules attached to this Commercial Security Agreement from
time to time.
Collateral. The
word "Collateral" means all of Grantor's right, title and interest in and to
all
the Collateral as described in the Collateral Description section of this
Agreement.
Event
of Default. The words "Event of Default" mean any of the
events of default set forth in this Agreement in the default section of
this Agreement.
Grantor. The
word “Grantor” means 3-D Service, Ltd.
Indebtedness. The
word "Indebtedness" means the indebtedness evidenced by the promissory note
of
Grantor to Lender dated on or about November 30, 2007 (“Note”), including all
principal and interest thereon together with all other indebtedness and costs
and expenses for which Grantor is responsible under this Agreement.
Lender. The
word “Lender” means BDEWEES, INC., its successors and assigns.
Property. The
word “Property” means all of Grantor’s right, title and interest in and to all
the Property as described in the “Collateral Description” section of this
Agreement.
Related
Documents. The words “Related Documents” mean that
certain lease between 3D3E, Ltd., an Ohio limited liability company, landlord,
and Magnetech Industrial Services, Inc., an Indiana corporation, tenant, entered
into on or about the 30th day of
November
2007 and the Commercial Security Agreement entered into between Grantor and
X
GEN III, Ltd., an Ohio limited liability company, on or about November 30,
2007.
1
COLLATERAL
DESCRIPTION. The word ‘Collateral” as used in this Agreement
means the following described property, whether now or hereafter acquired,
whether now existing or hereafter arising, and wherever located, in which
Grantor is giving to Lender a security interest for the payment of the
Indebtedness and performance of all other obligations under this
Agreement:
All
of
3-D Service, Ltd.’s machinery, equipment, tools and dies, hand tools, motor
vehicles, rolling stock, leasehold improvements, furniture, supplies, office
equipment, computers and other data processing hardware, improvements, parts
and
other tangible personal property used or held for use in the operation of 3-D
Service, Ltd., whether now existing or hereafter arising, whether now owned
or
hereafter acquired or whether now or hereafter subject to any rights in the
foregoing property; along with:
|
(A)
|
All
accessions, attachments, accessories, tools, parts, replacements
of and
additions to any of the Collateral described herein, whether added
new or
later.
|
|
(B)
|
All
proceeds (including insurance proceeds) from the sale, destruction,
loss,
or other disposition of any of the property described in this Collateral
section and sums due from a third party who has damaged or destroyed
the
Collateral or from that party’s insurer, whether due to judgment,
settlement or other process.
|
|
(C)
|
All
records and data relating to any of the property described in this
Collateral section, whether in the form of a writing, photograph,
microfilm, microfiche, or electronic media, together with all of
Grantor’s
right, title and interest in and to all computer software required
to
utilize, create, maintain, and process any such records or data on
electronic media.
|
GRANTOR’S
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
COLLATERAL. With respect to the Collateral, Grantor
represents and promises to Lender that:
Perfection
of Security Interest. Grantor agrees to take whatever
actions are requested by Lender to perfect and continue Lender’s interest in the
Collateral. Upon request of Lender, Grantor will deliver to Lender
any and all of the documents evidencing or constituting Collateral, and Grantor
will note Lender’s interest upon any and all chattel paper and instruments if
not delivered to possession by Lender.
Notices
to Lender. Grantor will promptly notify Lender in writing at
Lender’s address shown above (or such other address as Lender may designate from
time to time) prior to any (1) change in Grantor’s name; (2) change in Grantor’s
assumed business name; (3) change in the authorized signer(s); (4) change in
Grantor’s principal office address; (5) change in Grantor’s principal residence;
(6) conversion of Grantor to a new or different type of business entity; or
(7)
change in any other aspect of Grantor that directly or indirectly relates to
any
agreements between Grantor and Lender. No change in Grantor’s name or
principal residence will take effect until after Lender has received
notice.
No
Violation. The execution, and delivery of this Agreement
will not violate any law or agreement governing Grantor or to which Grantor
is a
party.
Location
of the Collateral. Except in the ordinary course of
Grantor’s business, Grantor agrees to keep the Collateral at Grantor’s address
shown above or at such other locations as are acceptable to
Lender. Upon Lender’s request, Grantor will deliver to Lender in form
satisfactory to Lender a
2
schedule
of real properties and Collateral locations relating to Grantor’s operations,
including without limitation the following: (1) All real property
Grantor owns or is purchasing; (2) all real property Grantor is renting or
leasing; (3) all storage facilities Grantor owns, rents, leases, or uses; and
(4) all other properties where Collateral is or may be located.
Removal
of the Collateral. Except in the ordinary course of
Grantor’s business, Grantor shall not remove the Collateral from its existing
location without Lender’s prior written consent. To the extent that
the Collateral consists of vehicles, or other titled property, Grantor shall
not
take or permit any action which would require application for certificates
of
title for the vehicles outside the State of Ohio other than in the ordinary
course of business, without Lender’s prior written consent. Grantor
shall, whenever requested, advise Lender of the exact location of the
Collateral.
Transactions
Involving Collateral. Except for inventory sold or accounts
collected in the ordinary course of Grantor’s business, or as otherwise provided
for in this Agreement, Grantor shall not sell, or otherwise transfer or dispose
of the Collateral. Grantor shall not pledge, mortgage, encumber or
otherwise permit the Collateral to be subject to any lien, security interest,
encumbrance, or charge, other than the security interest provided for in this
Agreement, the security interest in favor of X GEN III, Ltd., and any lien,
security interest, encumbrance or charge in favor of Xxxxx Fargo Bank National
Association, without the prior written consent of Lender. Lender
shall sign and deliver a form of Subordination Agreement substantially similar
to the form of Subordination Agreement attached hereto as Exhibit A unless
such
form of Subordination Agreement does not permit scheduled and final payments
of
interest and principal under the Note and does not permit Grantor to exercise
any right of set off against the Note. Unless waived by Lender, all
proceeds from any disposition of the Collateral (for whatever reason) shall
be
held in trust for Lender and shall not be commingled with any other fund;
provided however, this requirement shall not constitute consent by Lender to
any
sale or other disposition. Upon receipt, Grantor shall immediately
deliver any such proceeds to Lender.
Title. Grantor
represents and warrants to Lender that Grantor holds good and marketable title
to the Collateral, free and clear of all liens and encumbrances except for
the
lien of this Agreement. Except for financing statements in favor of
Grantor’s commercial lenders, no financing statement covering any of the
Collateral is on file in any public office other than those which reflect the
security interest created by this Agreement or to which Lender has specifically
consented. Grantor shall defend Lender’s rights in the Collateral
against the claims and demands of all other persons.
Repairs
and Maintenance. Grantor agrees to keep and maintain, and to
cause others to keep and maintain that portion of the Collateral necessary
to
the proper operation of Grantor’s business in good order, repair and condition
at all times while this Agreement remains in effect. Grantor further
agrees to pay when due all claims for work done on, or services rendered or
material furnished in connection with the Collateral so that no lien or
encumbrance may either attach to or be filed against the
Collateral.
Inspection
of Collateral. Lender and Lender’s designated
representatives and agents shall have the right at all reasonable times to
examine and inspect the Collateral wherever located.
Taxes,
Assessments and Liens. Grantor will pay when due all taxes,
assessments, and liens upon the Collateral, its use or operations, upon this
Agreement, or upon any promissory note or notes evidencing the
Indebtedness. Grantor may withhold any such payment or may elect to
contest any
3
lien
if
Grantor is in good faith conducting an appropriate proceeding to contest the
obligation to pay and so long as Lender’s interest in the Collateral is not
jeopardized in Lender’s sole opinion. If the Collateral is subjected
to a lien which is not discharged within fifteen (15) days, Grantor shall
deposit with Lender cash, a sufficient corporate surety bond or other security
satisfactory to Lender in an amount adequate to provide for the discharge of
the
lien plus any interest, costs, attorneys’ fees or other charges that could
accrue as a result of foreclosure or sale of the Collateral. In any
contest Grantor shall defend itself and Lender and shall satisfy any final
adverse judgment before enforcement against the Collateral. Grantor
shall name Lender as an additional obligee under any security bond furnished
in
the contest proceedings. Grantor further agrees to furnish Lender
with evidence that such taxes, assessments and governmental and other charges
have been paid in full and in a timely manner. Grantor may withhold
any such payment or may elect to contest any lien if Grantor is in good faith
conducting an appropriate proceeding to contest the obligation to pay and so
long as Lender’s interest in the Collateral is not jeopardized.
Compliance
with Governmental Requirements. Grantor
shall comply promptly with all laws, ordinances, rules and regulations of all
governmental authorities, now or hereafter in effect, applicable to the
ownership, production, disposition, or use of the Collateral.
Maintenance
of Casualty Insurance. Grantor
shall procure and maintain all risks insurance, including without
limitation fire, theft and liability coverage together with such other insurance
as Lender may require with respect to the Collateral, in form, amounts,
coverages and basis reasonably acceptable to Lender and issued by a company
or
companies reasonably acceptable to Lender. Grantor,
upon, request of Lender, will deliver to Lender from
time to time the policies or certificates of insurance in form satisfactory
to
Lender, including stipulations
that coverages will not be cancelled or diminished without at least
twenty (20) days prior written notice to Lender. Each insurance
policy also shall include an endorsement
providing that coverage in favor of Lender will not be impaired in any
way by any act, omission or default of Grantor or any other
person. Grantor will provide Lender with such
loss
payable or other endorsements as Lender may require. If
Grantor at any time fails to obtain or maintain any insurance as required under
this Agreement, Lender may (but shall not be obligated to) obtain such insurance
as Lender deems appropriate, including if Lender so
chooses "single interest insurance," which will cover only Lender's
interest in the Collateral.
Application
of Insurance Proceeds. Grantor shall promptly notify Lender
of any loss or damage to the Collateral, whether or not such casualty or loss
is
covered by insurance. Lender may make proof of loss if Grantor fails to do
so
within fifteen (15) days of the casualty. All proceeds of any insurance on
the
Collateral, including accrued proceeds thereon, shall be held by
Lender as part of the Collateral. Lender consents to repair
or replacement of the damaged or destroyed Collateral. Lender shall,
upon satisfactory proof of expenditure, pay or reimburse Grantor from the
proceeds for the reasonable cost of repair or restoration. Any
proceeds which have not been disbursed within six (6) months after their receipt
and which Grantor has
not
committed to the repair or restoration of the Collateral shall be used to
prepay the Indebtedness.
Insurance
Reports. Grantor, upon request of Lender, shall furnish to
Lender reports on each existing policy of insurance showing such information
as
Lender may reasonably request including the following: (1) the name of the
insurer; (2) the risks insured; (3) the amount of the policy; (4) the property
insured; (5) the then current value on the basis of which
insurance
4
has
been
obtained and the manner
of
determining that value; and (6) the expiration date of
the policy.
Financing
Statements. Grantor authorizes Lender to file a UCC
financing statement, or alternatively, a copy of this Agreement to perfect
Lender's security interest. At Lender's request, Grantor
additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender's security interest in the
Property. Grantor will pay all filing fees, title transfer fees, and
other fees and costs involved unless prohibited by law or unless Lender is
required by law to pay such fees and costs. Grantor irrevocably appoints
Lender
to execute documents necessary to transfer title if there is an Event of
Default. If Grantor changes Grantor's name or address, Grantor will promptly
notify the Lender of such change.
GRANTOR’S
RIGHT TO POSSESSION. Until an Event of Default, Grantor may
have possession of the tangible personal property and beneficial use
of
all the Collateral and may use it in any
lawful manner not inconsistent with this Agreement, provided that Grantor's
right to possession and beneficial use shall not apply to any Collateral where
possession of the Collateral by Lender is required by
law to perfect Lender's security interest in such
Collateral. If Lender at any time has possession of any Collateral,
whether before or after an Event of Default, Lender shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral
if
Lender takes such action for that purpose as Grantor shall request or as Lender,
in Lender's sole discretion, shall deem appropriate under the circumstances,
but
failure to honor any request by Grantor shall not of itself be deemed to be
a
failure to exercise reasonable care. Lender shall not be required to
take any steps necessary to preserve any rights in the Collateral against prior
parties, nor to protect, preserve or maintain any security interest
given to secure the Indebtedness.
LENDER’S
EXPENDITURES. If any action or proceeding is commenced that
would materially affect Lender's interest in the Collateral
or if Grantor fails to comply with any provision of this Agreement or any
Related Documents, including but not limited to Grantor's failure
to discharge or pay when due any amounts Grantor
is required to discharge or pay under this Agreement or any Related Documents,
Lender on Grantor's behalf may (but shall not be obligated to) take any action
that Lender deems appropriate, including but not limited to discharging
or paying all taxes, liens, security interests, encumbrances and other
claims, at any time levied or placed on the Collateral and paying all costs
for
insuring, maintaining and preserving the Collateral. All such
expenditures incurred or paid by Lender for such purposes will
then bear interest at the rate charged under the Note
from the date incurred or paid by Lender to the date of repayment
by Grantor. All such expenses will become a part of the Indebtedness
and, at Lender's option, will (A) be payable on demand or (B) be added to the
balance of the Note. The
Agreement also will secure payment of these amounts. Such right shall
be in addition to all other rights and remedies to which Lender may be entitled
upon an Event of Default.
DEFAULT. Each
of the following shall constitute an Event of Default under this
Agreement:
Payment
Default. Grantor fails to make any payment when due under
the Indebtedness.
Other
Defaults. Grantor fails to comply with
or to perform any other term, obligation, covenant or
condition contained in this Agreement or in any of the Related Documents or
to
5
comply
with or to perform any term, obligation, covenant or condition contained in
any
other agreement between Lender and Grantor.
Sale
of Interest. There is any sale or transfer of
ownership (not including transfer to Magnetech Industrial Services, Inc. or
MISCOR Group, Ltd. or an affiliate of Magnetech or MISCOR) of a controlling
interest in the Grantor without payment to Lender of all principal and interest
due under the Note or, alternatively, Lender’s prior written
consent.
FalseStatements. Any
warranty, representation or statement made or furnished to Lender by Grantor
or
on Grantor’s behalf under this Agreement or the Related Documents is false or
misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.
Defective
Collateralization. This Agreement or any of the Related
Documents ceases to be in full force and effect (including failure of any
Collateral document to create a valid and perfected security interest or lien)
at any time and for any reason.
Insolvency. The
insolvency of Grantor, the appointment of a receiver for any part of
Grantor’s property, any assignment for the benefit of creditors, any type of
creditor workout, or the commencement of any proceeding under any bankruptcy
or insolvency laws by or against Grantor.
Creditor
or Forfeiture Proceedings. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any: creditor
of Grantor
or by any governmental agency against any Collateral
securing the Indebtedness. However, this Event of Default shall not
apply if there is a good faith dispute by Grantor, as to the validity or
reasonableness of the claim which is the basis of
the creditor or forfeiture proceeding and if Grantor gives Lender written notice
of the creditor or forfeiture proceeding and deposits with Lender monies or
a
surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for
the
dispute.
RIGHTS
AND REMEDIES ON DEFAULT. If
an Event of Default occurs under this Agreement, at any time thereafter, Lender
shall .have all
the rights of a secured party under the Ohio Uniform Commercial
Code. In addition and without limitation, Lender may exercise any one
or more of the following rights and remedies:
Accelerate
Indebtedness. Lender may declare the entire Indebtedness,
including any prepayment penalty which Grantor would be required to pay,
immediately due and payable, without notice of any kind to Grantor.
Assemble-Collateral. Lender
may require Grantor to deliver to Lender all or any portion of the Collateral
and any evidence of title and other documents relating to the
Collateral. Lender may require Grantor to assemble the
Collateral and make it
available to Lender at a place to be designated by
Lender. Lender also shall have full power to enter upon the property
of Grantor to take possession of and remove the Collateral. If the
Collateral contains other goods not covered by this Agreement at the time of
repossession, Grantor
agrees Lender may take such
6
other
goods, provided that Lender makes
reasonable efforts to return them to Grantor after repossession.
Sell
the
Collateral. Lender
shall have full power to sell,
lease, transfer, or otherwise deal with the Collateral or proceeds thereof
at
Lender's own name or that
of Grantor. Lender may sell the Collateral at public auction or
private sale. Unless the Collateral threatens to decline
speedily
in value or is of a type
customarily sold on a recognized market, Lender will give Grantor, and other
persons as required by law, reasonable notice of
the time and place
of any public sale, or the time after which any private sale or any other
disposition of the Collateral is to be made. However, no
.notice
need be
provided to any person who, after Event of Default occurs, enters into and
authenticates an agreement waiving that person's right to notification of
sale. The requirements of reasonable notice shall be met if
such
notice
is given at least ten (10)
days before the time of the sale or disposition. All
expenses relating
to the disposition of
the Collateral
including,
without limitation
the expenses of
retaking, holding,
insuring, preparing for sale
and selling the Collateral, shall become a part of the Indebtedness
secured by
this Agreement and
shall be payable on demand, with
interest at the rate of the Note from date of expenditure
until
repaid.
Appoint
Receiver. Lender shall have the right to have a receiver
appointed to take possession of the Collateral, with the power to protect and
preserve the Collateral, to operate the preceding foreclosure or sale, and
to
collect the Rents from the Collateral and apply the proceeds, over and above
the
cost of the receivership, against the Indebtedness. The receiver may
serve without bond if permitted by law. Lender’s right to the
appointment of a receiver shall exist whether or not the apparent value of
the
Collateral exceeds the Indebtedness by a substantial
amount. Employment by Lender shall not disqualify a person from
serving as a receiver.
Collect
Revenues, Apply Accounts. Lender, either itself or through a
receiver, may collect the payments, rents, income, and revenues from the
Collateral. Lender may at any time in Lender’s discretion transfer
any Collateral into Lender’s own name or that of Lender’s nominee and receive
the payments, rents, income, and revenues therefrom and hold the same as
security for the Indebtedness or apply it to payment of the Indebtedness in
such
order of preference as Lender may determine. Insofar as the
Collateral consists of accounts, general intangibles, insurance policies,
instruments, chattel paper, choses in action, or similar property, Lender may
demand, collect receipt for, settle, compromise, adjust, xxx for, foreclose,
or
realize on the Collateral as Lender may determine, whether or not Indebtedness
or Collateral is then due. For these purposes, Lender may, on behalf
of and in the name of Grantor, receive, open and dispose of mail addressed
to
Grantor; change any address to which mail and payments are to be sent; and
endorse notes, checks, drafts, money orders, documents of title, instruments
and
items pertaining to payment, shipment, or storage of any
Collateral. To facilitate collection, Lender may notify account
debtors and obligors on any Collateral to make payments directly to
Lender.
Obtain
Deficiency. If Lender chooses to sell all or any or all of
the Collateral, Lender may obtain a judgment against Grantor for any deficiency
remaining on the Indebtedness due to Lender after application of all amounts
received from the exercise of the rights provided in this
Agreement. Grantor shall be liable for a deficiency even if the
transaction described in this subsection is a sale of accounts or chattel
paper.
7
Other
Rights and Remedies. Lender
shall have all the rights and remedies of a secured creditor in the provisions
of
the Uniform Commercial Code, as may be amended from time to
time. In addition, Lender shall have and may exercise any or all
other rights and remedies it may have available at law, in equity, or
otherwise.
Election
of Remedies. Except as may be prohibited by applicable law,
all of Lender’s rights and remedies, shall be cumulative and may be exercised
singularly or concurrently. Election by Lender to pursue any remedy
shall not exclude pursuit of any other remedy, and an election to make
expenditures or to take action to perform an obligation of Grantor under this
Agreement, after Grantor’s failure to perform, shall not affect Lender’s right
to declare a default and exercise its remedies.
MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a
part of this Agreement:
Amendments. This
Agreement constitutes the entire understanding and agreement of the parties
as
to the matters set forth in this Agreement. No alteration of or
amendment to this Agreement shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration
or amendment.
Attorneys’
Fees; Expenses. Reasonable attorneys’ fees and costs shall
be awarded to the prevailing party in the event of litigation involving the
enforcement or interpretation of this Agreement.
Caption
Headings. Caption headings in this Agreement are for
convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Governing
Law. This Agreement will be governed by the laws of the
State of Ohio without regard to its conflicts of law provisions. This
Agreement has been accepted by Lender in the State of Ohio.
No
Waiverby Lender. Lender shall not be deemed
to have waived any rights under this Agreement unless such waiver is given
in
writing and signed by Lender. No delay or omission on
the part of Lender in exercising any right shall operate as a waiver of such
right or any other right. A waiver by Lender of a provision of this
Agreement shall not prejudice or constitute a waiver of Lender's right otherwise
to demand strict compliance with that provision or any other provision of this
Agreement. No prior waiver by Lender, nor any course of dealing
between Lender and Grantor, shall constitute a waiver of any of Lender's rights
or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this
Agreement, the granting of such consent by Lender in any instance shall not
constitute continuing consent to subsequent instances where such consent is
required and in all cases such consent may be granted or withheld in the sole
discretion of Lender.
Notices. Any
notice required to be given under this Agreement shall be given in writing,
and
shall be effective when actually delivered, when actually received by
telefacsimile (unless otherwise required by law), when deposited with a
nationally recognized overnight courier or, if mailed, when deposited in the
United States mail, as first class, certified or registered mail postage
prepaid, directed to the addresses shown near the beginning of this
Agreement. Any party
8
may
change its address for notices under this Agreement by giving formal written
notice to the other parties, specifying that the purpose of the notice
is
to change the party's address. For notice purposes, Grantor agrees to
keep Lender informed at all times of Grantor's current
address. Unless otherwise provided or required by law, if there is
more than one Grantor, any notice given by Lender to any Grantor is deemed
to be
notice given to all Grantors.
Power
of Attorney. Grantor hereby appoints Lender as Grantor's
irrevocable attorney-in-fact for the purpose of executing any documents
necessary to perfect, amend, or to continue the security interest granted in
this Agreement or to demand termination of filings of other secured
parties. Lender may at any time, and without further authorization
from Grantor, file a carbon, photographic or other reproduction of any financing
statement or of this Agreement for use as a financing
statement. Grantor will reimburse Lender for all expenses for the
perfection and the continuation of the perfection of Lender's security interest
in the Collateral.
Severability. If
a court of competent jurisdiction finds any provision of this Agreement to
be
illegal, invalid, or unenforceable as to
any circumstance, that finding shall not make the
offending provision illegal, invalid, or unenforceable as to any other
circumstance. If feasible, the offending
provision shall be considered modified so that it becomes legal, valid and
enforceable. If the offending provision
cannot be so modified, it shall be considered deleted from
this Agreement. Unless otherwise required by law, the illegality,
invalidity, or unenforceability of any provision of this Agreement shall not
affect the legality, validity or enforceability of any other provision of this
Agreement.
Successors
and Assigns. Subject to any limitations stated in this
Agreement on transfer of Grantor's interest, this Agreement shall be binding
upon and inure to the benefit of the parties, their successors and
assigns. If ownership of the Collateral becomes
vested in a person other than Grantor, Lender, without
notice to Grantor, may deal with Grantor's successors with reference to this
Agreement and the Indebtedness by way of forbearance or extension without
releasing Grantor from the obligations of this Agreement or liability under
the
Indebtedness.
Survival
of Representations and Warranties. All representations,
warranties, and agreements made by Grantor in this Agreement shall survive
the
execution and delivery of this Agreement, shall be continuing in nature, and
shall remain in full force and effect until such time as
Grantor's Indebtedness shall be paid in full.
Time
is of the Essence. Time
is of the essence in the performance of this Agreement.
9
GRANTOR
HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT
AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED NOVEMBER 30,
2007.
GRANTOR:
3-D
SERVICE, LTD.
|
By:
|
/s/ Xxxx X. Xxxxxxx | |
|
Xxxx
X. Xxxxxxx, Chairman of Board
|
10
