Exhibit 10.22
SECURITY AGREEMENT
INTRINSIX CORPORATION. of 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000,
(hereinafter called "Debtor"), hereby grants to XXXXXXXX XXXXXXX, 00 Xxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter called "Secured Party"), to
secure the payment and performance of all obligations of Debtor to Secured
Party, whether direct or indirect, absolute or contingent, now due or to become
due, now existing or hereinafter arising, (hereinafter called the
"Obligations"), a security interest in the following personal property of Debtor
and any and all additions, substitutions, accessions and proceeds thereto or
thereof (all of the same being hereinafter called the "Collateral"):
A. All goods, now existing or hereafter acquired or arising, including
all machinery, equipment, furniture, fixtures, and inventory
(including all goods, merchandise and other personal property, now
owned or hereafter acquired by the Debtor, which are held for sale
or lease or are furnished under a contract of service or are raw
materials, work in process or materials used or consumed in the
Debtor's business).
B. All present and future Accounts Receivable, contract rights, all
interest in goods as to which an Account Receivable shall have
arisen, all other rights to the payment of money, chattel paper,
instruments, tax refunds, insurance premiums, rebates or insurance
proceeds of any nature, rights as Lessee under Leases of equipment,
choses in action, computer programs, data processing software,
documents and general intangibles, now existing or hereafter
acquired or arising, including, without limiting the generality of
the foregoing, good will, trade secrets, customer lists, trade
names, trade marks and patents. The claim of the Secured Party to
the proceeds hereunder shall not be deemed a consent to the sale or
other disposition of any of the above Collateral.
C. Proceeds and products of all of the foregoing.
Debtor hereby warrants and covenants that:
1. The Collateral and Debtor's records with respect to its Accounts
Receivable will be kept at Debtor's address shown above until such
time as written consent to a change of location is obtained from
Secured Party.
2. Except for the security interest granted hereby, and the items
listed on Schedule A, Debtor is the owner of the Collateral free
from all encumbrances and will defend the same against the claims
and demands of all persons. Debtor will not pledge, mortgage or
create, or suffer to exist, a security interest in the Collateral in
favor of any person other than Secured Party, and will not sell or
transfer the Collateral or any interest to except any person other
than the Secured Party, and will not sell or transfer the Collateral
or any interest therein except in the ordinary course of its
business without the prior written consent of Secured Party.
3. The Collateral shall remain personal property irrespective of the
manner of its attachment to any real estate. If the Collateral is
attached to real estate prior to the perfection of the security
interest granted hereby, Debtor will on demand of Secured Party
furnish to Secured Party a disclaimer or disclaimers, signed by all
persons having an interest in the real estate, of any interest in
the Collateral which is prior to Secured Party's interest. Debtor
will notify Secured Party in writing of any intended sale, mortgage
or conveyance of any real estate to which the Collateral is at any
time attached, and will give written notice of the terms and
conditions of this Agreement to any prospective purchaser,
mortgagee, grantee or other transferee of the real estate or any
interest therein.
4. Debtor will immediately notify Secured Party in writing of any
change in address from that shown in this Agreement, shall at all
reasonable times and from time to time allow Secured Party, by or
through any of its officers, agents, attorneys or accountants to
examine inspect or make extracts from Debtor's books and records,
and shall do, make, execute and deliver all such additional and
further acts, things, deeds, assurances, and instruments as Secured
Party may require more completely to vest in and assure to Secured
Party its rights hereunder or in any of the Collateral.
5. Debtor will keep the Collateral at all times insured by such
insurance as Secured Party may from time to time require, and in any
event and without specific request by Secured Party, will insure the
Collateral against, fire, including so-called extended coverage,
theft, and, in the case of any motor vehicles, collision, all
insurance to be with such insurance companies as Secured Party shall
approve, with loss thereon to be payable to Secured Party and Debtor
as their respective interests may appear. All policies of insurance
shall provide for not less than ten days notice of cancellation or
change in form to Secured Party and, if requested by Secured Party,
shall be delivered to and held by it until all of the Obligations
have been fully performed.
6. Debtor will keep the Collateral in good order and repair, and will
not use the same in violation of law or any policy of insurance
thereon. Secured Party may inspect the Collateral at any reasonable
time, wherever located. Debtor will pay promptly when due all taxes
and assessments upon the Collateral or for its use or operation or
upon this Agreement.
7. In its discretion, Secured Party may discharge taxes and other
encumbrances at any time levied or placed on the Collateral, make
repairs, thereof and place and pay for insurance thereon and pay any
necessary filing fees. Debtor agrees to reimburse Secured Party on
demand for any and all expenditures so made, and until paid the
amount thereof shall be a debt secured by the Collateral. Secured
Party shall have no obligation to Debtor to make any such
expenditures nor shall the making thereof relieve Debtor of any
default. Secured Party may act as attorney for Debtor in making,
adjusting and settling claims under any insurance covering the
Collateral.
2
8. Debtor may have possession and use of the Collateral until default.
Upon the happening of any of the following events or conditions,
namely: (a) default in the payment or performance of any of the
Obligations, of any liability or obligation to Secured Party of any
endorser, guarantor or surety of or for any of the Obligations, or
of any covenant or liability contained or referred to herein or in
any note, instrument, document or Agreement evidencing any
Obligations; (b) any representation or warranty of Debtor in this
Agreement or made to Secured Party by Debtor to induce it to enter
into this Agreement or to extend credit terms to Debtor proving
false or erroneous in any material respect; (c) materially
significant loss, theft, material damage, destruction, sale or
encumbrance of or to the Collateral, or the making of any levy,
thereon or seizure or attachment thereof by legal process; (d)
death, dissolution, termination of existence, insolvency, business
failure, appointment of a receiver of any part of the property of,
assignment for the benefit of creditors by, or the commencement of
any proceeding under any bankruptcy or insolvency laws by or against
Debtor, or any endorser, guarantor or surety of or for any
Obligation; (e) such a change in the management or ownership of
Debtor as in the opinion of Secured Party increases its risk;
thereupon, and as long as such default continues, Secured Party may
upon notice or demand declare all of the Obligations to be
immediately due and payable, and Secured Party shall then have in
any jurisdiction where enforcement hereof is sought, in addition to
all other rights and remedies, the rights and remedies of a secured
party under the Uniform Commercial Code of Massachusetts, including
without limitation thereto the right to take immediate possession of
the Collateral, and for the purpose Secured Party may, so far as
Debtor can give authority therefor, enter upon any premises on which
the Collateral, or any part thereof, may be situated and remove the
same therefrom. Debtor will upon demand make the Collateral
available to Secured Party at a place and time designed by Secured
Party which is reasonably convenient to both parties. Secured Party
will give Debtor at least five days' prior written notice of the
time and place of any public sale of the Collateral or of the time
after which any private sale thereof is to be made. From the
proceeds of the sale, Secured Party shall be entitled to retain (i)
all sums secured hereby, (ii) its reasonable expenses of retaking,
holding, preparing for sale and selling or (iii) reasonable legal
expenses incurred by it in connection herewith and with such sale.
No waiver by Secured Party of any default shall be effective unless
in writing nor operate as a waiver of any other default or of the
same default on another occasion. Any notice of default required
under this Security Agreement will be given by the Secured Party to
the Debtor by delivering it or mailing it by first class mail to the
Debtor's principal place of business or at a different address if
Debtor gives the Secured Party a notice of a different address.
9. Debtor waives, protest, notice of acceptance of this Agreement,
notice of loans made, credit extended, collateral received or
delivered or other action taken in reliance hereon and all other
demands and notices of any description other than the notice of
default previously referred to in Paragraph 8 above. With respect
both to the Obligations and the Collateral, Debtor assents to any
extension or
3
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral, to the addition or
release of any party or person primarily or secondarily liable, to
the acceptance of partial payment thereon and the settlement,
compromising or adjusting of any thereof, all in such manner and at
such time or times as Secured Party may deem advisable. Secured
Party shall have no duty as to the collection or protection of the
Collateral or any income thereon, nor as to the preservation of
rights against prior parties, nor as to the preservation of any
right pertaining thereto beyond the safe custody thereof. Secured
Party may exercise its rights with respect to the Collateral without
resorting or regard to other collateral or sources of reimbursement
for liability. Secured Party shall not he deemed to have waived any
of its rights upon or under the Obligations or the Collateral unless
such wavier be in writing and signed by Secured Party. No delay or
omission on the part of Secured Party in exercising any right shall
operate as a waiver of such right or any other right. A waiver on
any one occasion shall not be construed as a bar to or waiver of any
right on any future occasion. All rights and remedies of Secured
Party on the Obligations or the Collateral, whether evidenced hereby
or by any other instrument or paper, shall be cumulative and may be
exercised separately or concurrently.
10. This Agreement and all rights and obligations hereunder, including
matters of construction, validity and performances, shall be
governed by the law of Massachusetts. This Agreement is intended to
take effect as a sealed instrument.
11. Only in the event of default and after notice as provided herein,
the Debtor shall, at the request of the Secured Party, notify
account debtors of the security interest of the Secured Party in any
account and the Secured Party may, itself, at any time, so notify
account debtors. Until the Secured Party requests that debtors on
Account Receivables of the Debtor be notified of the Secured Party's
security interest, the Debtor shall continue to collect them. The
Secured Party may require Debtor to hold the proceeds received from
collection, in trust for the Secured Party, without commingling the
same with other funds of the Debtor, and to turn the same over to
the Secured Party immediately upon receipt, in the identical form
received. Insofar as Collateral shall consist of Accounts Receivable
or Insurance Policies, instruments, chattel paper, choses in action
or the like, the Secured Party may demand, collect, receipt for,
settle, compromise, adjust, xxx for, foreclose or realize upon
Collateral, as the Secured Party may determine, and, for the purpose
of realizing the Secured Party's rights therein, the Secured Party
may receive, open and dispose of mail addressed to the Debtor and
endorse Notes, checks, drafts, money orders, documents of title or
other evidences of payment, shipment or storage or any form of
collateral on behalf of and in the name of the Debtor.
12. In the event, at any time, whether prior or concurrently or
subsequently to the execution of this Security Agreement, the
Debtor, or any person, firm, corporation or any entity has
guaranteed the Debtor's obligation to the Secured Party and has
executed and delivered to the Secured Party a Real Estate Mortgage
to secure the payment and performance of any Obligation to the
Secured Party, whether direct
4
or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising (all of the foregoing, including, said
Notes and Guarantees, being hereinafter called the "Obligation"),
then, and in that event, the Debtor agrees that a default under the
provisions of said Real Estate Mortgage, or other Obligation, shall
constitute a breach of this Security Agreement and that all rights,
remedies and paper granted to the Secured Party in this Security
Agreement and to the Secured Party under said Real Estate Mortgage,
Promissory Note and Guaranty shall be cumulative and may be
exercised singly, jointly or concurrently and in any order and
sequence.
In the event of the Secured Party's exercising any of its rights and
remedies of a Secured Party under the Uniform Commercial Code of Massachusetts,
or under any Real Estate Mortgage given to the Secured Party by the Debtor, or
by any person, firm, corporation or other entity who has guaranteed the Debtor's
Obligations to the Secured Party, the Holder of this Security Agreement and/or
any Real Estate Mortgage or Promissory Note shall have the right to conduct a
sale under this Security Agreement and to foreclose any such Real Estate
Mortgage or Promissory Note, singly, jointly or concurrently, and in such order
as, in the opinion of the Holder thereof, it deems best to protect the interest
of said Secured Party. The Secured Party, in the event of a sale under this
Security Agreement or a Foreclosure Sale under any such Mortgage or Promissory
Note, shall have the right to offer all, or a portion, of the secured assets
hereunder and all, or a portion, of the real estate for sale, separately, or as
an entirety, or in any combination thereof, and the proceeds of such sale
accounted for in one account, without distinction between the items of security,
or without assigning to them any proportion of such proceeds, the Debtor hereby
waiving the application of any doctrine of marshaling.
IN WITNESS WHEREOF, Debtor has executed this Agreement on this 22nd day of
November, 1994.
/s/ Xxx Xxxxx
----------------------------------
WITNESS:
/s/ Xxxx X. Xxxx
-----------------------------
5
