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EXHIBIT 10.27
MASTER NOTE AND SECURITY AGREEMENT
Wilton, Connecticut
Date: February 26, 1999
1. MASTER AGREEMENT.
(a) This Agreement sets forth the basic terms and conditions
upon which LEASING TECHNOLOGIES INTERNATIONAL, INC. (together with its
successors and assigns, collectively, the "Lender"), shall, lend to Array
BioPharma Inc., a Corporation organized under the laws of the State of Delaware
(the "Borrower"), and the Borrower shall borrow from the Lender, funds to
purchase (or refinance the purchase of) the items of "Equipment " specified (and
as defined in) one or more loan schedules hereto to be entered into from time to
time (each, a "Loan Schedule"). Each Loan Schedule shall reference this Master
Note and Security Agreement (this "Agreement") and shall be deemed to
incorporate therein all of the terms and conditions hereof, unless and to the
extent any provisions hereof are expressly excluded or modified therein, and
shall contain such additional terms as the Lender and the Borrower shall, in
their sole discretion, agree upon. Each Loan Schedule, together with the terms
and conditions of this Agreement so incorporated therein, shall constitute a
separate promissory note that evidences a separate loan with respect to the
Equipment specified in such Loan Schedule. Each Loan Schedule may be assigned by
the Lender and/or reassigned by any assignee(s) thereof separate and apart from
any other Loan Schedule(s) hereunder. With respect to each Loan Schedule, the
Lender or its respective assignee(s) shall have all of the rights of the
"Lender" thereunder and with respect to the Equipment and other Collateral
covered thereby, and such rights shall be separately exercisable by the Lender
or such assignee(s), as the case may be, collectively-with all of the other Loan
Schedules then held by the Lender or such assignee(s), but exclusively and
independently of the rights of the Lender or such assignee(s) with respect to
any other Loan Schedule(s) not then held by the Lender or such assignee(s).
(b) The term "Loan" as used in this Agreement shall mean any
and all of the liabilities and obligations of the Borrower under a loan
evidenced by a particular Loan Schedule, which is entered into by the Lender and
the Borrower under this Agreement with respect to the Equipment specified in
such Loan Schedule. Capitalized terms used in this Agreement and not otherwise
defined shall have the meanings ascribed to them in the relevant Loan Schedule.
2. TERMS OF PAYMENT.
(a) FOR VALUE RECEIVED, the Borrower hereby promises to pay to
the order of the Lender, the "Principal Sum" set forth in each Loan Schedule, in
the "Total Number of Monthly Installments" set forth in such Loan Schedule,
consisting of the "Number of Consecutive Monthly Installments" of principal and
interest set forth in such Loan Schedule, each payable in advance, and the
"Final Payment" of principal and interest set forth in such Loan Schedule,
together with all other sums then owing thereunder, payable on the "Final
Payment Date" set forth in such Loan Schedule; the first such consecutive
monthly installment shall be in the "First Monthly Installment Amount" set forth
in such Loan Schedule and shall be due and payable on the "First Monthly
Installment Date" set forth in such Loan Schedule; the remaining consecutive
monthly installments shall each be in the "Remaining Consecutive Monthly
Installment Amount" set forth in such Loan Schedule and shall thereafter be due
and payable on the same day of each month in each year as such First Monthly
Installment Date and ending on the "Last Consecutive Monthly Installment Date"
set forth in such Loan Schedule; and the
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Final Payment and shall be due and payable on the Final Payment Date, except as
otherwise expressly provided in Sections 17(b), 17(c), 17(d) or 18(b) hereof.
(b) The installments described in Sections 2(a) and 17(a)
hereof include interest on the unpaid principal amount of the relevant Loan from
time to time outstanding, computed on the basis of a 360-day year at the "Annual
Interest Rate" set forth in the relevant Loan Schedule.
(c) The proceeds of the Loan evidenced by each Loan Schedule
shall be used solely to purchase (or refinance the purchase of) the Equipment
described in such Loan Schedule.
(d) The Borrower shall have the right to prepay any Loan upon
payment of the present value of all Monthly Installments, and the Final Payment,
calculated by discounting at the rate of six percent (6%) per annum, compounded
monthly, or upon the payment of such other amount as may be set forth in the
applicable Loan Schedule.
(e) Whenever any installment or other amount payable to the
Lender by the Borrower hereunder is not paid when due, the Borrower agrees to
pay to the Lender, on demand, as liquidated damages and not as a penalty: (i) a
late charge on such overdue amounts calculated at the rate of one and a half (1
1/2) percent a month, or the maximum amount permitted under applicable law,
whichever is less, from the date such payment is due until the date such payment
is made in full to the Lender; and (ii) in addition, with respect to overdue
installment payments only, an administrative fee equal to five cents ($.05) for
each one dollar ($ 1.00) of such delayed installment payment overdue for more
than twenty (20) days, or the maximum amount permitted under applicable law,
whichever is less. The Borrower agrees to also reimburse the Lender on demand
for any and all reasonable costs and expenses (including the Lender's reasonable
attorneys' fees and disbursements) arising out of or caused by this Agreement or
any breach by the Borrower hereunder, including (without limitation) any
enforcement by the Lender of its rights and remedies hereunder.
(f) All payments by the Borrower on account of principal,
interest or fees hereunder shall be made in lawful money of the United States of
America, in immediately available funds.
3. GRANT OF SECURITY INTEREST. The Borrower hereby pledges, assigns and
grants to the Lender a continuing first priority security interest in and lien
on the following properties, assets and rights (collectively, the "Collateral"):
(a) the Equipment as set forth (and defined) in each Loan Schedule hereunder,
together with all warranties thereon and all additions, improvements,
accessions, replacements and substitutions thereto and therefor, whether now
owned or hereafter acquired, and all proceeds thereof, (b) the proceeds of any
insurance payable to the Borrower with respect to the Equipment; and (c) all of
the "Other Personal Property," if any, described in any Loan Schedule hereunder
and all proceeds thereof. In addition, any other property of the Borrower that,
by agreement of the parties, is now or hereafter pledged to or held by the
Lender to secure any Obligations (as hereinafter defined), whether under this
Agreement, any Loan Schedule or any other agreement of the parties, and all
property now or hereafter leased by the Lender to the Borrower, shall also serve
as collateral security for the full payment and performance of the Obligations.
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4. OBLIGATIONS SECURED. The Collateral hereunder constitutes and will
constitute continuing security for the fall payment, performance and observance
by the Borrower of the following obligations (collectively, the "Obligations"):
(a) "Liabilities " which shall mean all of the indebtedness
evidenced by this Agreement and each Loan Schedule hereunder together with any
Lease Agreement(s) between Lender and Borrower (and any Schedules thereunder),
and all liabilities and obligations of any kind of the Borrower to the Lender
arising out of or relating thereto, whether (i) for the Lender's own account,
(ii) acquired directly or indirectly by the Lender from the Borrower, (iii)
absolute or contingent, joint or several, secured or unsecured, liquidated or
unliquidated, due or not due, contractual or tortious, now existing or hereafter
arising, or (iv) incurred by the Borrower as principal, surety, endorser,
guarantor, borrower, lessee or otherwise, and including (without limitation) all
reasonable expenses and attorneys' fees incurred by the Lender in connection
with any such indebtedness, liabilities or obligations or any of the Collateral
(including any sale or other disposition of the Collateral);
(b) the prompt payment, when due, of all present and future
obligations and indebtedness of the Borrower to the Lender under this Agreement
and/or any Loan Schedule, as the same may hereafter be amended or modified, and
under any other agreement or instrument executed by the Borrower in favor of the
Lender, whether direct or indirect, absolute or contingent; and
(c) the strict performance and observance by the Borrower of
all warranties, covenants and agreements contained in this Agreement or any Loan
Schedule and any instrument or other agreement delivered by the Borrower to the
Lender.
5. BORROWER SELECTED EQUIPMENT; WARRANTY DISCLAIMER. THE BORROWER
REPRESENTS AND ACKNOWLEDGES THAT IT HAS SELECTED BOTH THE EQUIPMENT AND THE
VENDOR OF THE EQUIPMENT (THE "VENDOR") AND THAT THE EQUIPMENT SUITS THE
BORROWER'S PARTICULAR NEEDS. THE LENDER MAKES NO REPRESENTATIONS OR WARRANTIES
OF ANY KIND OR NATURE DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE
EQUIPMENT OR ANY OTHER MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, TITLE TO
THE EQUIPMENT OR THE EQUIPMENT'S CONDITION, THE SUITABILITY OF THE EQUIPMENT,
ITS DURABILITY, CAPACITY, OPERATION, PERFORMANCE, DESIGN, MATERIALS, WORKMANSHIP
AND/OR QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THE
BORROWER AGREES TO LOOK SOLELY TO THE MANUFACTURER, VENDOR OR CARRIER 'OF THE
EQUIPMENT FOR ANY CLAIM ARISING FROM ANY DEFECT, BREACH OF WARRANTY, FAILURE OR
DELAY IN DELIVERY, MISDELIVERY OR INABILITY TO USE THE EQUIPMENT FOR ANY REASON
WHATSOEVER, AND THE BORROWER'S OBLIGATIONS TO THE LENDER HEREUNDER SHALL NOT IN
ANY MANNER BE AFFECTED THEREBY. THE LENDER SHALL NOT BE LIABLE FOR ANY LOSS,
DAMAGE, INJURY OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY BY ANY ITEM OF
EQUIPMENT, THE USE, MAINTENANCE, REPAIR, DEFECT OR SERVICING THEREOF, BY ANY
DELAY OR FAILURE TO PROVIDE SAME, BY ANY INTERRUPTION OF SERVICE OR LOSS OF
SERVICE OR LOSS OF USE, OR FAILURE TO PROVIDE SAME, OR FOR ANY LOSS OF BUSINESS
HOWEVER CAUSED. NO REPRESENTATION OR WARRANTY AS TO THE
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EQUIPMENT OR ANY OTHER MATTER BY THE VENDOR OF THE EQUIPMENT SHALL BE BINDING ON
THE LENDER, NOR SHALL THE BREACH OF SUCH RELIEVE THE BORROWER OF, OR IN ANY WAY
AFFECT, ANY OF THE BORROWER'S OBLIGATIONS TO THE LENDER AS SET FORTH HEREIN.
6. REPRESENTATIONS AND WARRANTIES. The Borrower represents, warrants,
covenants and agrees that:
(a) If the Borrower is a corporation or a partnership, it is
duly organized, existing and in good standing under the laws of its state of
incorporation, is duly qualified and in good standing under the laws of each
jurisdiction where the character of its properties or the transaction of its
business makes such qualification necessary and has full power to own its
properties and assets and to carry on its business as now being conducted.
(b) The Borrower has full power and authority to execute,
deliver and perform this Agreement and each Loan Schedule, which has been duly
authorized by all necessary and proper corporate or partnership action. No
consent of stockholders, if any, or of any public authority is required as a
condition to the validity of this Agreement and each Loan Schedule. The making
and performance by the Borrower of this Agreement and each Loan Schedule will
not violate any provision of law and will not conflict with or result in a
breach of any order, writ, injunction or decree of any court or government
instrumentality, or its charter or by-laws or partnership agreement, if any, or
create a default under any agreement, note or indenture to which it is a party
or by which it is bound or to which any of its property is subject, or result in
the imposition of any lien, charge or encumbrance of any nature whatsoever upon
any of its properties or assets, except for the liens created under this
Agreement or any Loan Schedule.
(c) This Agreement and each Loan Schedule have been duly
executed and delivered, and constitutes the valid and legally binding obligation
of the Borrower, enforceable in accordance with its terms.
(d) The Borrower has good title to and is the lawful owner of
the Collateral free from all claims, liens, encumbrances, charges or security
interests whatsoever, except for the liens granted by this Note. For purposes of
this Agreement, Permitted Liens shall mean the liens granted by this Agreement
or any Loan Schedule.
(e) The Collateral is and will be kept at the location(s) set
forth in the relevant Loan Schedule hereto.
(f) The provisions of this Agreement and each Loan Schedule
create a valid and perfected first priority security interest in the Collateral,
enforceable in accordance with their respective terms, subject to no prior or
equal lien, charge, encumbrance or security interest, upon the filing of
appropriate Uniform Commercial Code financing statements or equivalent
instruments, and notation and issuance of appropriate certificates of title,
with respect to the Collateral. Uniform Commercial Code financing statements or
equivalent instruments and certificates of title with the Lender's security
interest duly noted thereon, with respect to the Collateral in a form provided
by Lender, have been or will be
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executed by the Borrower and have been or will be delivered to the Lender for
filing at the appropriate offices.
(g) There are no judgments outstanding against the Borrower
and there are no actions or proceedings before any court or administrative
agency pending or, to the knowledge of the Borrower, threatened against the
Borrower which, if determined adversely to the Borrower, would affect the
Collateral.
(h) The Borrower's principal office and place of business
where it maintains its records concerning the Collateral is at its address
stated on the relevant Loan Schedule. The Borrower has no other office or place
of business, except as indicated on the relevant Loan Schedule.
7. INSURANCE. The Borrower shall keep and maintain the Equipment and
other Collateral insured with all risk insurance, for not less than the
replacement cost thereof. The Borrower shall also provide, for the benefit of
the Lender, public liability insurance (both personal injury and property
damage) covering the Equipment and other Collateral. The amount of any such
insurance shall be sufficient so that neither the Borrower nor the Lender will
be considered a co-insurer. Such insurance shall be in form, issued by insurance
companies and in amounts reasonably satisfactory to the Lender. Each insurer
shall agree, by endorsement upon the policy or policies issued by it or by
independent instrument furnished to the Lender, that such insurer give at least
ten (10) days' prior written notice of the effective date of any alteration or
cancellation of such policy and that coverage under such policy shall not be
affected by any default, misrepresentation or other breach by the Borrower or
the Lender under this Agreement or any Loan Schedule or such policy. The Lender
shall have the option but not the obligation, to pay the premiums to continue
any such canceled insurance policy in effect or to obtain like coverage. The
Borrower agrees that any payment made by the Lender pursuant to the foregoing
authorization (and interest thereon at the rate of one and a half (1 1/2)
percent a month, or if such rate shall exceed the maximum rate allowed by law,
then, at such maximum rate from the date of such payment) shall become part of
the Obligations and be secured by the Collateral. The proceeds of all insurance
payable as a result of loss or damage to any item of the Equipment, up to the
amount of the Obligations pertaining to such Equipment may be applied by Lender
to satisfy such Obligations. The Borrower hereby irrevocably appoints the Lender
as the Borrower's attorney-in-fact to make claim for, receive payments of and
execute and endorse all documents, checks or drafts received in payment for loss
or damage under any such insurance policy. In the event that the amount of such
payments exceeds the amount of the Obligations pertaining to such Equipment or
this Agreement, Lender shall remit such excess amount to Borrower within ten
(10) business days after receipt thereof. In all events, the Borrower shall be
liable for any loss, damage, reasonable expense or reasonable costs suffered or
incurred by the Lender relating to or -in any manner pertaining to this
Agreement or any Loan Schedule, the Collateral or the use or operation of the
Collateral, provided that Borrower shall not be liable for any loss, damage,
expense or cost solely caused by Lender's gross negligence or willful
misconduct.
8. MAINTENANCE; LOSS OF COLLATERAL. The Borrower acknowledges that, in
making its decision to extend the credit evidenced by this Agreement and each
Loan Schedule to the Borrower, the Lender is depending heavily upon the
realizable value of the Collateral at all times during the term of this
Agreement and each Loan Schedule, and the Borrower hereby represents and
warrants to the Lender that
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to the best of Borrower's knowledge the purchase price paid by the Borrower for
the Collateral represents the retail fair market value thereof Accordingly, the
Borrower agrees at all times to maintain the Collateral in good operating
condition, repair and appearance, and protect the same from deterioration, other
than normal wear and tear, keep the Collateral in its exclusive possession and
control at the location specified in the relevant Loan Schedule and use the
Collateral only in the regular course of its business within its normal
capacity, without abuse and in a manner contemplated by the Vendor, shall comply
with all laws, ordinances, regulations, requirements and rules with respect to
the use, maintenance and operation of the Collateral, shall not make any
modification, alteration or addition to the Collateral (other than normal
operating accessories or controls which, when added to the Collateral, shall not
impair the operation or reduce the value of the Collateral) without the prior
written consent of the Lender, and all modifications, alterations, accessories,
parts, replacements and additions to the Collateral which affect the value or
operation of the Collateral shall become part of the Collateral and be included
within the term "Collateral" as used herein. For the purpose of assuring the
Lender that the Collateral will be properly serviced, the Borrower agrees, in
the event that the Lender so requests, to cause the Collateral to be maintained
by the Vendor (or another maintenance organization approved by the Lender in
writing) pursuant to Vendor's standard preventive maintenance contract or
comparable maintenance contract, in each case covering at least prime shift
maintenance of each item of Collateral. The Borrower hereby assumes the entire
risk of loss, damage or destruction of the Collateral from any and every cause
whatsoever. The Borrower agrees that any such loss, damage or destruction of the
Collateral shall not relieve the Borrower of its obligations hereunder, which
obligations shall remain absolute, unconditional and not subject to any claim,
defense, set-off, counterclaim, reduction or abatement of any kind whatsoever;
provided, however, that the foregoing shall not limit the right of the Borrower
to bring a separate claim against Lender for breach of this Agreement or any
other reason. In the event of any loss, damage or destruction of any item of
Collateral, the Borrower shall give the Lender immediate written notice thereof
and shall, at the Borrower's sole expense (except to the extent of any proceeds
of insurance maintained by the Borrower which shall have been received by the
Borrower as a result of such loss, damage or destruction) and at the Lender's
sole option, either (a) repair such item, returning it to its previous
condition, unless damaged beyond repair, or (b) replace such item with a like
item acceptable to the Lender, in good condition and of equivalent value, which
shall be included within the term "Collateral" as used herein.
9. BOOKS AND RECORDS. The Borrower shall give the Lender full and free
access to the Collateral at reasonable times and with reasonable notice and to
all books, correspondence and records of the Borrower with respect thereto,
permit the Lender and its representatives to examine the same and to make copies
and extracts therefrom, all at the Borrower's expense. Notice shall not be
required at such time Borrower is in default under this Agreement.
10. TAXES AND ENCUMBRANCES. The Borrower shall promptly pay and
discharge or cause to be paid and discharged all its obligations and
liabilities, including (without limitation) all taxes, assessments and
governmental charges upon it and its income or properties, when due unless and
to the extent only that the same shall be contested in good faith and by
appropriate proceedings and then only to the extent that a bond is filed in
cases where the filing of a bond is necessary to avoid the creation of a lien
against any of the Collateral or any of its other assets. Other than Permitted
Liens, the Borrower covenants and agrees to keep the Collateral free and clear
of all levies, liens, claims, security interests and encumbrances (including,
without limitation, any lease or sublease thereof) and to promptly pay all
charges, taxes and fees which may now or hereafter be imposed upon the
ownership, sale, purchase,
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possession or use of the Collateral. In addition, the Borrower shall timely file
all tax returns required in connection with the use, operation or possession of
the Collateral, and shall, after written request therefore, promptly furnish
copies thereof to the Lender.
11. CORPORATE EXISTENCE. If the Borrower is a corporation or
partnership, the borrower shall do, or cause to be done, all things necessary to
preserve and keep in full force and effect its corporate or partnership
existence and all franchises, rights and privileges necessary for the proper
conduct of its business, and continue to engage in the business of the same type
as now conducted by it.
12. NOTICE OF EVENTS OF DEFAULT. The Borrower shall give notice in
writing promptly to the Lender of the occurrence of any event which constitutes,
or which with notice or lapse of time or both would constitute, an Event of
Default (as hereinafter defined).
13. DELIVERY OF FINANCIAL DATA.
(a) So long as any obligations remain unsatisfied under this
Agreement, Borrower agrees to deliver to Lender or any assignee and any
successor assignee a copy of Borrower's monthly unaudited financial statements,
and the annual financial budget for the upcoming year as soon as available and
as it may be adjusted during the year. Borrower shall also furnish, as soon as
available and in any event within ninety (90) days after the last day of
Borrower's fiscal year, a copy of Borrower's annual audited statements and
consolidating and consolidated balance sheet, if any, as of the end of such
fiscal year, accompanied by the opinion of an independent certified public
accounting firm of recognized standing. The Borrower shall furnish such other
financial information as may be reasonably requested by Lender, including but
not limited to any material changes in budgets or financial reports furnished to
the Borrower's Board of Directors or Shareholders.
(b) The Borrower acknowledges and agrees that all credit
applications, statements, financial reports and other information prepared by
(including any information prepared by the Borrower's CPA's, as hereafter
defined) and submitted by it to the Lender are material inducements to the
execution by the Lender of this Agreement and each Loan Schedule and the
financing provided hereunder. The Borrower warrants that all such credit
applications, statements, reports and other information are and all information
hereafter prepared by (including any information prepared by the Borrower's
CPA's, as hereafter defined) and furnished by the Borrower to the Lender will
be, true and correct in all material respects as of the date submitted, that no
such credit application, statement, report or other information contains any
material untrue or misleading information or omits any material fact necessary
to make such application, statement, report or other information not misleading
and that the Borrower is in no way affiliated with any Vendor of any of the
Equipment. The Borrower agrees, upon request by Lender, to obtain for the Lender
such estoppel certificates, landlord's waivers or other similar documents as the
Lender may reasonably request.
14. PRINCIPAL OFFICE. The Borrower shall not change its principal
office or the place where it maintains its records pertaining to the Collateral,
as specified in Sections 6(d) and 6(g) hereof, without giving the Lender at
least thirty (30) days prior written notice thereof.
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15. LOCATION OF COLLATERAL; INSPECTION; LABELS. The Borrower shall not
remove or permit the removal of the Collateral from its present location as set
forth on the relevant Loan Schedule, without the prior written consent of the
Lender which consent shall not be unreasonably withheld or delayed. Upon
reasonable notice, and subject to Borrower's confidentiality and security
requirements, the Lender and its representatives shall have the right to enter
the Borrower's premises from time to time during business hours to inspect,
observe or, after the occurrence and during the continuance of an Event of
Default, remove the Collateral, and to confirm its existence, condition and
proper maintenance or otherwise protect the Lender's interest therein. The
Borrower shall comply with all laws, ordinances, regulations or requirements of
any governmental authority, official, board or department relating to the
Collateral's installation, possession, use or maintenance. The Collateral shall
remain personal property regardless of its affixation to any realty. Upon the
Lender's request, the Borrower shall affix and keep in a prominent place on each
item of Collateral labels, plates or other markings indicating the Lender's
security interest in the Collateral.
16. OPTION TO PERFORM OBLIGATIONS OF THE BORROWER IN RESPECT OF THE
COLLATERAL. If the Borrower fails or refuses, after any applicable grace period
and notice to the Borrower, to make any payment, perform any covenant or
obligation, or take any other action which the Borrower is obligated hereunder
to perform, observe, take or do hereunder, then the Lender may, at its option,
without releasing the Borrower from any obligation or covenant hereof, perform,
observe, take or do the same in such manner and to such extent as the Lender may
deem necessary or appropriate to protect any of the Collateral and its rights
hereunder, including (without limitation) obtaining insurance and the payment of
any taxes and the payment of any sums necessary to discharge liens or security
interests at any time levied or placed on the Collateral. The Borrower agrees
that any payment or expense incurred by the Lender pursuant to the foregoing
authorization (and interest thereon at the rate of one and a half (1 1/2)
percent a month, or if such rate shall exceed the maximum rate allowed by law,
then, at such maximum rate from the date of incurring of any such expense is
incurred) shall become part of the Obligations and be secured by the Collateral
set forth in this Agreement and each Loan Schedule.
17. FINAL PAYMENT ALTERNATIVES (a) Notwithstanding anything to the
contrary set forth in Section 2(a) of this Agreement, if at least 120 days prior
to the Final Payment Date under a Loan Schedule, the Borrower gives the Lender
written notice requesting that the Lender extend and finance the repayment of
the relevant Final Payment over an additional 12-month term commencing on such
Final Payment Date (the "Refinancing Request"),and provided that no Event of
Default (as hereinafter defined) and no event or circumstance that, with the
giving of notice or the passage of time, or both, would constitute an Event of
Default, including (without limitation) the nonpayment or nonperformance of any
outstanding liability or obligation under this Agreement (each, a "Default"),
shall have occurred and be continuing as of (i) the date such Refinancing
Request is given, or (ii) the relevant Final Payment Date, then such Final
Payment shall not be due and payable on such Final Payment Date but instead
shall be payable in 12 equal monthly installments of principal and interest,
each in the "Refinanced Monthly Installment Amount" set forth in the relevant
Loan Schedule and due and payable on the same day of each month as such Final
Payment Date, commencing on such Final Payment Date.
(b) Notwithstanding anything to the contrary set forth in
Section 2(a) of this Agreement, so long as no Default or Event of Default has
occurred and is continuing on the Final Payment Date under a Loan Schedule and
if, at least 120 days prior to the relevant Final Payment Date, the Borrower
notifies
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the Lender in writing (the "Return Option Exercise Notice") of the Borrower's
desire to transfer title to the related Equipment to the Lender in partial
satisfaction of the Borrower's obligation to pay the relevant Final Payment (the
"Return Option"), the Borrower shall receive a credit in an amount equal to the
"Return Option Credit" set forth in such Loan Schedule against such Final
Payment by unconditionally and irrevocably transferring and assigning to the
Lender or its designee on such Final Payment Date all of the Borrower's right,
title and interest in and to the related Equipment; provide , however, that the
Borrower pays the entire remaining "Return Option Balance Amount" set forth in
such Loan Schedule to the Lender on the relevant Final Payment Date. If a Return
Option Exercise Notice is duly given as provided above, the relevant Return
Option shall be exercised by the Borrower delivering each of the following to
the Lender, at the Borrower's sole cost and expense, on or before the relevant
Final Payment Date: (i) a duly executed xxxx of sale in favor of the Lender with
respect to all of the Equipment covered by the relevant Loan Schedule, in form
and substance satisfactory to the Lender and its counsel; (ii) payment in full
of the relevant Return Option Balance Amount; and (iii) the relevant Equipment,
at a location within the continental Untied States designated by the Lender, in
the same operating order, repair, condition and appearance as on the date
hereof, reasonable wear and tear only excepted, and with all engineering and
safety changes prescribed by the manufacturer or approved maintenance
organization to accept such Equipment under contract maintenance at its then
standard rates. The Borrower shall promptly pay any and all costs of repair,
replacement, deinstallation, packing, shipping and delivery of the relevant
Equipment to the Lender upon the Borrower's exercise of such Return Option. If
the Borrower duly satisfies all of the terms and conditions of this Section
17(b), the Borrower shall have fully satisfied all of its obligations under the
related Loan Schedule.
(c) Notwithstanding anything to the contrary set forth in
Section 2(a) of this Agreement, if the Borrower believes that the "Fair Market
Value" (as hereinafter defined) of the Equipment covered by a Loan Schedule as
of the relevant Final Payment Date will be less than the amount of the Final
Payment under such Loan Schedule, the Borrower may notify the Lender in writing
at least 120 days prior to such Final Payment Date of the Borrower's election to
have the amount of such Final Payment adjusted (the "Final Payment Adjustment
Option Notice") to an amount equal to the greater of (i) Fair Market Value of
the relevant Equipment as of such Final Payment Date, or (ii) the "Adjusted
Final Payment" set forth in the such Loan Schedule. If such Final Payment
Adjustment Option Notice is so given, and so long as no Default or Event of
Default has occurred and is continuing as of (A) the date such Final Payment
Adjustment Option Notice is given, or (B) the relevant Final Payment Date, then
unless the amount of such Adjusted Final Payment is greater than the amount of
such Final Payment, such Final Payment shall automatically be deemed changed to
such Adjusted Final Payment and the Borrower irrevocably and unconditionally
agrees to pay such Adjusted Final Payment on the relevant Final Payment Date in
lieu of such Final Payment. "Fair Market Value" of any Equipment shall mean the
amount as of the relevant Final Payment Date that would obtain for such
Equipment in a retail arms'-length transaction between an informed and willing
buyer in possession under no compulsion to buy and an informed and willing
seller under no compulsion to sell. The Lender shall initially determine the
Fair Market Value of any Equipment by notifying the Borrower thereof in writing
at least 75 days prior to the relevant Final Payment Date. If the Borrower does
not accept such determination of Fair Market Value by the Lender, the Borrower
shall notify the Lender of such non-acceptance in writing not less than 60 days
prior to such Final Payment Date. If the Borrower does not so notify the Lender
of its non-acceptance of the Lender's determination within such period, then the
Fair Market Value of such Equipment as initially determined by the Lender shall
be conclusive. If the Borrower does so notify the Lender of such non-acceptance
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within such period, then the Fair Market Value of such Equipment shall
conclusively be established not less than 30 days prior to the relevant Final
Payment Date by an independent appraiser selected by the Lender and reasonably
acceptable to the Borrower. All costs for such appraiser shall be paid by the
Borrower within 10 days after its receipt of an invoice therefor.
18. EVENTS OF DEFAULT; REMEDIES. (a) If any one of the following events
(each, an "Event of Default") shall occur, then to the extent permitted by
applicable law, the Lender shall have the right to exercise any one or more of
the remedies set forth in Section 18(b) hereof: (i) the Borrower fails to make
any payment when due hereunder and such failure continues for a period of ten
days; or (ii) Borrower fails to observe or perform (A) any other agreement or
obligation to be observed or performed hereunder or under any Loan Schedule or
other agreement, document or instrument delivered to the Lender by or on behalf
of an Obligor or otherwise relating to any of the Obligations (collectively, the
"Other Documents")and unless expressly set forth in this Agreement or any Loan
Schedule, such failure continues uncured for a period of thirty (30) days
following notice by Lender, or (B) any other obligation of Borrower to the
Lender and the failure to observe or perform shall continue uncured for thirty
(30) days following notice by Lender; or (iii) any representation or warranty
made by or on behalf of Borrower in this Agreement or any Loan Schedule or in
any of the Other Documents shall at any time prove to have been incorrect or
untrue in any material respect when made; or (iv) the Borrower's failure to
obtain or maintain any insurance required by the Lender hereunder and such
failure continues uncured for a period of ten (10) days following notice by
Lender; or (v) a default occurs in the payment of any indebtedness in an amount
in excess of $25,000 owed by Borrower to any individual or entity other than the
Lender and such default continues beyond any applicable cure period; or (vi) a
default occurs in the performance or observance of the terms of any agreement,
document or instrument pursuant to which such indebtedness was created, secured
or guaranteed, the effect of which default is to cause or permit the holder of
any such indebtedness to cause the same to be due prior to its stated maturity
(whether or not such default is waived by the holder thereof); or (vii) Borrower
fails (after ten (10) days prior notice thereof) to pay, withhold, collect or
remit when asserted or due any tax, assessment or other sum payable with respect
to the Collateral or any security for any of the Obligations (including, without
limitation, any premium on any insurance policy with respect to any of the
Collateral or any security for any of the Obligations, or any insurance policy
assigned to the Lender as security for any of the Obligations), or (viii) a
judgment is entered against the Borrower in an amount in excess of $25,000 and
such judgment is not satisfied, dismissed or stayed with 30 days, or any
attachment, levy or execution is made against any Collateral; or (ix) Borrower
enters into any transaction which adversely affects a significant portion of the
business value of Borrower and which affects the ability of the Borrower to
repay the Borrower's obligations under the Agreement; or (x) Borrower fails (or
Borrower admits in writing its inability) to generally pay its debts as they
become due or the insolvency or business failure of Borrower; or (xi) the filing
of an application for appointment of a trustee, custodian or receiver for
Borrower or of any part of Borrower's property (and in the case of an
involuntary filing against the Borrower, such filing is not dismissed within 60
days); or (xii) the filing of a petition in bankruptcy by or against Borrower,
or the commencement by or against Borrower of any proceeding under any
bankruptcy or insolvency law or statute, or any law or statute relating to the
relief of debtors or arrangement of debt, readjustment of indebtedness,
reorganization, receivership or composition, or the extension of indebtedness
(and in the case of an involuntary filing against the Borrower, such filing is
not dismissed within 60 days); or (xiii) a material adverse change in the
condition or affairs (financial or otherwise) of Borrower such that the
likelihood of Borrower to meet the obligations hereunder is materially impaired;
or (xiv) Borrower attempts to remove,
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sell, transfer, encumber, sublet or part with possession of the Equipment or any
item thereof, except as expressly permitted herein; no cure period shall apply
to this Section 18 (xiv).
(b) Upon the occurrence of an Event of Default, which default
has not been cured within the applicable cure period at the Lender's sole
option, all or any part of the entire unpaid total amount of the Obligations
then owed to the Lender for the balance of the term thereof shall be at once due
and payable and the Lender may, enter upon the premises where any or all of the
Collateral securing such Obligations is located, take possession of and remove
same, and exercise any one or more of the following rights and remedies, without
liability to the Borrower therefor and without affecting the Borrower's
obligations hereunder: (i) sell, lease or otherwise dispose of any or all of
such Collateral or any part thereof at one or more public or private sales,
leases or other dispositions, at wholesale or retail, for such consideration, on
such terms, for cash or on credit, as the Lender may deem advisable, and the
Lender may immediately conduct such sale, lease or other disposition, without
demand of performance and without intention of notice to sell or of the time or
place of sale or of redemption or of advertisement or other notice or demand
whatsoever to the Borrower, all of which are hereby expressly waived (if notice
of any sale or other disposition is required by law to be given, the Borrower
hereby agrees that a notice sent at least five (5) days before the time of any
intended public sale or of the time after which any private sale or other
disposition of such Collateral is to be made, shall be reasonable notice of such
sale or other disposition); or (ii) to the extent permitted by law, retain such
Collateral or any part thereof, crediting the Borrower with the reasonable fair
market or rental value thereof for the balance of the term of the related Loan
Schedule; and/or (iii) require the Borrower to assemble such Collateral at the
Borrower's sole expense, for the Lender's benefit, at a place designated by the
Lender; and/or (iv) pursue any other remedy granted by any existing or future
document executed by the Borrower or by law, including, without limitation, the
rights and remedies of a secured party under the Uniform Commercial Code as
enacted in any jurisdiction in which any of such Collateral maybe located. At
any public sale, the Lender may be the purchaser of all or any part of such
Collateral, free from any right of redemption on the part of the Borrower, which
right is hereby waived and released. The Borrower agrees to pay all of the
Lender's reasonable expenses, including but not limited to the costs of
repossessing, storing, repairing and preparing such Collateral for sale or
lease, any commissions payable in connection with any such sale or lease, and
reasonable attorney's fees and disbursements, if an attorney shall be consulted.
The net proceeds realized from any such sale, lease or other disposition or the
exercise of any other remedy, after deducting therefrom all related expenses,
shall be applied toward payment of the unpaid Obligations due and to become due
to the Lender hereunder, the Borrower to remain personally liable for any
deficiency. The Lender's recovery shall in no event exceed the maximum amount
permitted by law. If any of such Collateral is leased by the Lender to a bona
fide third party, the present value of such lease receivable discounted at an
interest rate of 12% per annum shall be credited to the Borrower's liability to
the Lender after deducting all expenses associated with the lease of such
Collateral and the Borrower shall remain liable for any deficiency thereof. It
is understood that facility of repossession in an Event of Default is a basis
for the financial accommodation reflected by this Agreement and each Loan
Schedule. Any late charges payable to the Lender under Section 2(e) hereof shall
be payable in addition to all amounts payable by the Lender as a result of
exercise of any of the remedies herein provided. The Borrower agrees to also
reimburse the Lender for any expenses (including the Lender's reasonable
attorneys' fees and expenses) arising out of or caused by Borrower's breach of
this Agreement or any Loan Schedule. Notwithstanding anything to the contrary
contained herein, if any one or more Loan Schedules are assigned by the Lender
to one or more assignees, the Collateral securing the Obligations under each
Loan
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Schedule shall be limited to the Collateral securing the Obligations under each
Loan Schedule then held by the Lender or such assignee, as the case may be.
19. POWER OF ATTORNEY. The Borrower authorizes the Lender and does
hereby make, constitute and appoint the Lender and any officer, employee or
agent of the Lender with full power of substitution, as the Borrower's true and
lawful attorney-in-fact with power, in its own name or in the name of the
Borrower: upon the occurrence and during the continuance of an Event of Default,
(i) to endorse any notes, checks, drafts, money orders, or other instruments of
payment (including payments under or in respect of any policy of insurance) in
respect of the Collateral that may come into possession of the Lender, (ii) to
sign and endorse any documents relating to the Collateral, (iii) to pay or
discharge taxes, liens, security interests or other encumbrances at any time
levied or placed on or threatened against the Collateral, and/or (iv) to grant,
collect, receipt for, compromise, settle and xxx for monies due in respect of
the Collateral; and (v) generally to do, at the Lender's option, all acts and
things that the Lender reasonably deems necessary or desirable to protect,
preserve and realize Lender's security interests in the Collateral, or (vi) in
order to otherwise effectuate the intents of this Agreement and each Loan
Schedule, in each case as fully and effectually as the Borrower might or could
itself do; and the Borrower hereby ratifies all that such attorney-in-fact shall
lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY IS
COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE FOR AS LONG AS ANY OF THE
OBLIGATIONS SHALL BE OUTSTANDING. The Borrower agrees that any expense incurred
by the Lender pursuant to the foregoing authorization, and interest thereon at
the rate of one and a half (1 1/2) percent a month, or if such rate shall exceed
the maximum rate allowed by law, then, at such maximum rate from the date of
incurring any such expense, shall become part of the Obligations and be secured
by the Collateral.
20. ASSIGNMENT, ETC. The Borrower shall not assign, pledge, mortgage,
lease, transfer, encumber or otherwise dispose of any of its rights in the
Collateral or any part thereof, nor permit its use by anyone other than its
regular employees without the Lender's prior written consent. Any such purported
transfer, assignment or other action without the Lender's prior written consent
shall be void. The Lender may, upon notice to (but without the consent of) the
Borrower, transfer or assign this Agreement and each Loan Schedule or any
interest herein and may mortgage, pledge, encumber or transfer any of its rights
or interest in and to the Collateral or any part thereof and, without
limitation, each assignee, transferee, pledgee and mortgagee (which may include
any affiliate of the Lender) shall have the right to further transfer or assign
its interest. Each such assignee, transferee, pledgee and mortgagee shall have
all of the rights (but none of the obligations) of the Lender under this
Agreement and each Loan Schedule. The Borrower hereby acknowledges notice of the
Lender's intended assignment of this Agreement and each Loan Schedule and, upon
such assignment, the Borrower agrees not to assert against any such assignees,
transferees, pledgees and mortgagees any defense, claim, counterclaim,
recoupment or set-off that the Borrower may have against the Lender, whether
arising under this Agreement or any Loan Schedule or otherwise. Any assignee,
transferee, pledgee or mortgagee of the Lender's rights under this Agreement or
any Loan Schedule shall be considered a third party beneficiary of all of the
Borrower's representations, warranties and obligations hereunder to the Lender.
The Borrower agrees (a) in connection with any such transfer or assignment, to
provide such instruments, documents, acknowledgments and further assurances as
the Lender or any assignee, transferee, mortgagee or pledgee may deem necessary
or advisable to effectuate the intents of this Agreement or any Loan Schedule or
any such transfer or assignment, with respect to such matters as the Agreement,
any Loan
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Schedule, the Collateral, the Borrower's obligations to such assignee,
transferee, mortgagee or pledgee and such other matters as may be reasonably
requested, and (b) that after receipt by the Borrower of written notice of
assignment from the Lender or from the Lender's assignee, transferee, pledgee or
mortgagee, all principal, interest and other amounts which are then and
thereafter become due under this Agreement or any Loan Schedule shall be paid to
such assignee, transferee, pledgee or mortgagee, at the place of payment
designated in such notice. This Agreement and each Loan Schedule shall be
binding upon the Borrower and its successors and shall inure to the benefit of
the Lender and its successors and assigns.
21. NO WAIVER. No failure on the part of the Lender to exercise, and no
delay in exercising any right, remedy or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by the Lender of any
right, remedy or power hereunder preclude any other or future exercise of any
other right, remedy or power. No course of dealing between the Borrower and the
Lender nor any delay or omission on the part of the Lender shall operate as a
waiver of any rights of the Lender. Each and every right, remedy or power hereby
granted to the Lender or allowed it by law or other agreement shall be
cumulative and not exclusive of any other, and may be exercised by the Lender
from time to time. Waiver of any particular Event of Default shall not be deemed
to be a waiver of any other or subsequent Event of Default.
22. FURTHER ASSURANCES; FILING. The Borrower from time to time, at its
sole expense, will promptly execute and deliver all further instruments,
documents and assurances, and take all further action, that may be necessary or
desirable, or that the Lender may reasonably request, and hereby authorizes the
Lender to take all action (including the filing of any financing statements,
continuation statements or amendments thereto without the signature of the
Borrower) as the Lender may deem reasonably necessary, proper or desirable in
order to perfect and protect any security interest granted or purported to be
granted hereby or to enable the Lender to exercise and enforce its rights and
remedies hereunder with respect to any of the Collateral. The Borrower hereby
authorizes the Lender to file one or more financing or continuation statements,
and amendments thereto, relative to all or any part of the Collateral without
the signature of the Borrower where permitted by law. A carbon, photographic or
other reproduction of this Agreement or any Loan Schedule or any financing
statement covering the Collateral or any part thereof shall be sufficient as a
financing statement where permitted by law. The Borrower agrees to pay the
Lender the actual fees for such filing, recording or stamp fees or taxes arising
from the filing or recording of any such instrument or statement. Upon request,
Lender shall provide Borrower with copies of each filing which has been made
hereunder.
23. INDEMNITY AND EXPENSES. The Borrower shall and does hereby
indemnify and save the Lender, its directors, officers, employees, agents,
attorneys, servants, successors and assigns, harmless from any and all
liabilities (including, without limitation, negligence, tort and strict
liability but excluding gross negligence and intentional torts), damages,
expenses, claims, actions, proceedings, judgments, settlements, losses, liens
and obligations (each, an "Indemnified Claim"), including (without limitation)
attorneys' fees and expenses, arising out of the ordering, purchase, delivery,
rejection, non-delivery, ownership, selection, possession, leasing, renting,
financing, operation (regardless of where, how and by whom operated), control,
use, condition (including but not limited to latent and other defects, whether
or not discoverable by the Borrower), maintenance, delivery, transportation,
storage, repair, furnishing of specifications with respect to, and the return or
other disposition of, the Equipment or any other
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Collateral, or, in the event that the Borrower shall be in default hereunder,
arising out of the condition of any item of Equipment or any other Collateral
sold or disposed of after use by the Borrower, including (without limitation)
claims for injury to or death of persons and for damage to property. The
indemnities and obligations herein provided shall continue in full force and
effect notwithstanding the expiration, termination or cancellation of this
Agreement or any Loan Schedule for any reason whatsoever and irrespective of
whether the Borrower ever accepts the Equipment or any other Collateral. The
Lender shall give the Borrower prompt written notice of any Indemnified Claim
and, at the Lender's sole option, Borrower shall defend the Lender against any
Indemnified Claim at the Borrower's sole expense with attorney(s) selected by
the Borrower and reasonably acceptable to Lender. The Borrower is an independent
contractor and nothing contained herein shall authorize the Borrower or any
other person to operate any item of Equipment or any other Collateral so as to
incur any liability or obligation for or on behalf of the Lender. The Borrower
will upon demand pay to the Lender the amount of any and all reasonable
expenses, including the fees and disbursements of its counsel and of any experts
and agents, which the Lender may incur in connection with (a) the exercise,
enforcement or protection of any of the rights of the Lender hereunder after the
occurrence and during the continuance of an Event of Default, or (b) the breach
by Borrower of any of the provisions of this Agreement or any Loan Schedule. The
foregoing amounts shall become part of the Obligations and secured by the
Collateral as set forth in this Agreement or any Loan Schedule and the Lender
may at any time apply to the payment of all such costs and expenses all proceeds
arising from the possession or disposition of all or any portion of the
Collateral.
24. MODIFICATIONS, ETC. Neither this Agreement nor any Loan Schedule,
nor any provision hereof or thereof, may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by a duly
authorized representative of the party against whom enforcement of the change,
waiver, discharge or termination is sought.
25. TERMINATION. Upon the payment in full of all Obligations, the
Lender shall execute and deliver to the Borrower all such documents and
instruments as shall be necessary to evidence termination of this Agreement or
any Loan Schedule and the security interests created hereunder.
26. ENTIRE AGREEMENT: PARTIAL INVALIDITY. This Agreement and each Loan
Schedule constitutes the entire agreement of the Lender and the Borrower with
respect to the transactions covered hereby, and supersedes any and all prior
agreements, understandings and negotiations with respect thereto. If any
provision of this Agreement or any Loan Schedule is held to be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate this
Agreement or any Loan Schedule as a whole, but this Agreement or such Loan
Schedule shall be construed as though it did not contain the particular
provision or provisions held to be invalid or unenforceable and the rights and
obligations of the parties shall be construed and enforced to such extent as
shall be permitted by law.
27. MISCELLANEOUS. (a) Any notice or other communication to a party
hereunder shall be sufficiently given if in writing and personally delivered or
mailed to said party by certified mail, return receipt requested, at its address
set forth herein or such other address as either may designate for itself in
such a notice to the other and such notice shall be deemed to have been given
when received if personally delivered or served by overnight delivery or by
mail. Whenever the sense of this Agreement or any Loan Schedule requires, words
in the singular shall be deemed to include the plural and words in the plural
shall be deemed to include the singular. If more than one Borrower is named
herein, the liability of each
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shall be joint and several. The headings set forth in this Agreement or any Loan
Schedule are for convenience of reference only, and shall not be given
substantive effect.
(b) To the extent that any Loan Schedule evidencing a Loan
hereunder would constitute "chattel paper," as such term is defined under the
Connecticut Uniform Commercial Code, a security interest therein may be created
only through the transfer or possession of the original of Counterpart No. 1 of
such Loan Schedule executed pursuant to this Agreement. Transfer or possession
of an original counterpart of this Agreement shall not be necessary to perfect
such security interest and no security interest in any such Loan Schedule may be
created by the transfer or possession of any other counterpart of such Loan
Schedule or by the transfer or possession of any counterpart of this Agreement.
28. CHOICE OF LAW AND VENUE; WAIVER OF JURY TRIAL. THIS AGREEMENT AND
EACH LOAN SCHEDULE SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF
CONNECTICUT, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW OR CHOICE OF LAW.
THE BORROWER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY OR
INDIRECTLY FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY LOAN SCHEDULE OR ANY
OF THE COLLATERAL SHALL, AT THE LENDER'S SOLE OPTION, BE LITIGATED ONLY IN THE
CONNECTICUT STATE COURTS OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
CONNECTICUT SITTING IN FAIRFIELD COUNTY, CONNECTICUT. The Borrower consents to
the jurisdiction and venue of the foregoing courts and consents that any process
or notice of motion or other application to either of such courts or a judge
thereof may be served inside or outside the State of Connecticut or the District
of Connecticut by registered mail, return receipt requested, directed to the
Borrower at its address set forth in this Agreement or any Loan Schedule (and
service so made shall be deemed complete upon receipt or by personal service, or
in such other manner as may be permissible under the rules of said courts. THE
LENDER AND THE BORROWER EACH WAIVE THE RIGHT TO TRIAL BY JURY IN ANY COURT WITH
RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY LOAN
SCHEDULE, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT
THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING, BETWEEN THE BORROWER
AND THE LENDER. The Borrower hereby waives the right to interpose any set-off or
counterclaim or cross-claim in any such litigation; provided, however that
nothing in this Section 28 shall prevent the Borrower from asserting, in a
separate and independent proceeding, any claim it may have against the Lender.
IN WITNESS WHEREOF, the parties hereby have caused these
presents to be duly executed by their authorized representatives on the date
first above written.
ARRAY BIOPHARMA INC. LEASING TECHNOLOGIES
INTERNATIONAL, INC.
By: /s/ X.X. XXXXXXXXXX CFO By: /s/
-------------------------------- -------------------------------
(Title) (Title)
Attest: /s/ XXXXX XXXXXXX COO
----------------------------
(Title)
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