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EXHIBIT 10.10
SECURITY AGREEMENT
THIS SECURITY AGREEMENT, dated as of April 10, 1998 (this "Security
Agreement"), is made by Aetna Manufacturing Canada Ltd., a Michigan corporation
(the "Company"), in favor of NBD Bank, a Michigan banking corporation, as agent
(in such capacity, the "Agent") for the benefit of itself and the lenders (the
"Lenders") now or hereafter parties to the Credit Agreement described below.
RECITALS
A. Aetna Industries, Inc. (the "Borrower") has entered into an Amended
and Restated Credit Agreement of even date herewith (as amended or modified from
time to time, including any agreement entered into in substitution therefor, the
"Credit Agreement"), with the guarantors party thereto, the Lenders and the
Agent pursuant to which the Lenders may make Advances (as therein defined) to
the Company.
B. Under the terms of the Credit Agreement, the Company has agreed to
grant to the Agent, for the benefit of itself and the Lenders, a first-priority
security interest, subject only to security interests expressly permitted by the
Credit Agreement, in and to the Collateral hereinafter described.
AGREEMENT
To secure (a) the prompt and complete payment of all indebtedness and
other obligations of the Borrower or the Company or any Subsidiary now or
hereafter owing to the Lenders or the Agent under or on account of the Credit
Agreement, any Security Document, any letters of credit, notes or other
instruments issued to the Agent or Lenders pursuant thereto, or any other Loan
Document, (b) the performance of the covenants under the Credit Agreement and
the Security Documents and any monies expended by the Agent in connection
therewith, (c) the prompt and complete payment of all obligations and
performance of all covenants of the Borrower or the Company under any Hedging
Contract with any Lender and (d) the prompt and complete payment of any and all
other indebtedness, obligations and liabilities of any kind of the Borrower or
the Company or any Subsidiary to the Agent and the Lenders, or any of them, in
all cases, of any kind or nature, howsoever created or evidenced and whether now
or hereafter existing, direct or indirect (including without limitation any
participation interest acquired by any Lender in any such indebtedness,
obligations or liabilities of the Borrower or the Company or any Subsidiary to
any other person), absolute or contingent, joint and/or several, secured or
unsecured, arising by operation of law or otherwise, and whether incurred by the
Borrower or the Company or any Subsidiary as principal, surety, endorser,
guarantor, accommodation party or otherwise, including without limitation all
principal and all interest (including any interest accruing subsequent to any
petition filed by or against the Borrower or the Company or any Subsidiary under
the U.S. Bankruptcy Code), indemnity and reimbursement obligations, charges,
expenses, fees, attorneys' fees and disbursements and any other amounts owing
thereunder (all of the aforesaid indebtedness, obligations and liabilities of
the Borrower or the Company and its Subsidiaries being herein called the
"Secured Obligations", and all of the documents, agreements and instruments
among the Borrower, the Company, the Subsidiaries, the Agent, the Lenders, or
any of them, evidencing or securing the repayment of, or otherwise pertaining
to, the Secured Obligations including without limitation
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the Credit Agreement, the Notes and the Security Documents, being herein
collectively called the "Operative Documents"), for value received and pursuant
to the Credit Agreement, the Company hereby grants, assigns and transfers to the
Agent for the benefit of the Lenders a first-priority security interest, subject
only to Permitted Liens, in and to the following described property whether now
owned or existing or hereafter acquired or arising and wherever located (all of
which is herein collectively called the "Collateral"):
1. All of the Company's present and future accounts, documents,
instruments, general intangibles and chattel paper, including, but without
limitation, all accounts receivable, contract rights, all deposit accounts and
all monies and claims for money due or to become due to the Company, security
held or granted to the Company, and all assets described in clause (d) below;
(b) All of the Company's furniture, fixtures, machinery and equipment,
whether now owned or hereafter acquired, and wherever located, and whether used
by the Company or any other person, or leased by the Company to any person and
whether the interest of Company is as owner, lessee or otherwise;
(c) All of the Company's present and future inventory of every type,
wherever located, including but not limited to raw materials, work in process,
finished goods and all inventory that is available for leasing or leased to
others by the Company;
(d) All other present and future assets of the Company (whether
tangible or intangible), including but not limited to all trademarks,
tradenames, service marks, patents, industrial designs, masks, trade names,
trade secrets, copyrights, franchises, customer lists, service marks, computer
programs, software, tax refund claims, licenses and permits, and the good will
associated therewith and all federal, state, foreign and other applications and
registrations therefor, all reissues, divisions, continuations, renewals,
extensions and continuations-in-part thereof now or hereafter in effect, all
income, license royalties, damages and payments now and hereafter due or payable
under and with respect thereto, including, without limitation, any damages,
proceeds or payments for past or future infringements thereof and all income,
royalties, damages and payments under all licenses thereof, the right to xxx for
past, present and future infringements thereof, all right, title and interest of
the Company as licensor under any of the foregoing whether now owned and
existing or hereafter arising, and all other rights and other interests
corresponding thereto throughout the world (all of the assets described in this
clause (d) collectively referred to as the "Intellectual Property");
(e) All books, records, files, correspondence, computer programs,
tapes, disks, cards, accounting information and other data of the Company
related in any way to the Collateral described in clauses (a), (b), (c) and (d)
above, including but not limited to any of the foregoing necessary to
administer, sell or dispose of any of the Collateral;
(f) All substitutions and replacements for, and all additions and
accessions to, any and all of the foregoing; and
(g) All products and all proceeds of any and all of the foregoing, and,
to the extent not otherwise included, all payments under insurance (whether or
not the Agent is the loss payee thereof), and any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to
any of the foregoing.
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1. Representations, Warranties, Covenants and Agreements. The Company
further represents, warrants, covenants, and agrees with the Agent for the
benefit of the Lenders as follows:
(a) Ownership of Collateral; Security Interest Priority. At the time
any Collateral becomes subject to a security interest of the Agent hereunder,
unless the Agent shall otherwise consent, the Company shall be deemed to have
represented and warranted that (i) the Company is the lawful owner of such
Collateral and has the right and authority to subject the same to the security
interest of the Agent; (ii) other than Permitted Liens and lessors' interest
with respect to any security interest in any property leased by the Company as
lessee, none of the Collateral is subject to any Lien other than that in favor
of the Agent and other Permitted Liens and, to the best of its knowledge, there
is no effective financing statement or other filing covering any of the
Collateral on file in any public office, other than in favor of the Agent. This
Security Agreement creates in favor of the Agent a valid first-priority security
interest, subject only to Permitted Liens, in the Collateral enforceable against
the Company and all third parties and securing the payment of the Secured
Obligations. All financing statements necessary to perfect such security
interest in the Collateral have been delivered by the Company to the Agent for
filing.
(b) Location of Offices, Records and Facilities. The Company's chief
executive office and chief place of business and the office where the Company
keeps its records concerning its accounts, contract rights, chattel papers,
instruments, general intangibles and other obligations arising out of or in
connection with the sale or lease of goods or the rendering of services or
otherwise ("Receivables"), and all originals of all leases and other chattel
paper which evidence Receivables, are located in the State of Michigan, County
of Macomb at 24331 Sherwood, P.O. Box 3067, Center Line. The Company will
provide the Agent with prior written notice of any proposed change in the
location of its chief executive office. The Company's only other offices and
facilities are at the locations set forth in Schedule 1(b) hereto. The Company
will provide the Agent with prior written notice of any change in the locations
of its other offices and the facilities at which any assets of the Company are
located. The tax identification number of the Company is . The
name of the Company is Aetna Manufacturing Canada Ltd., and the Company operates
under no other names. The Company shall not change its name without the prior
written consent of the Agent.
(c) Location of Inventory, Fixtures, Machinery and Equipment. (i)
All Collateral consisting of inventory is, and will be, located at the locations
listed on Schedule 1(c)(i) hereto, and at no other locations without the prior
written consent of the Agent. (ii) All Collateral consisting of fixtures,
machinery or equipment, is, and will be, located at the locations listed on
Schedule 1(c)(ii) hereto, and at no other locations without the prior written
consent of the Agent.
(d) Liens, Etc. The Company will keep the Collateral free at all
times from any and all liens, security interests or encumbrances other than
Permitted Liens and those consented to in writing by the Required Lenders. The
Company will not, without the prior written consent of the Agent, sell, lease,
license, transfer, assign or otherwise dispose, or permit or suffer to be sold,
leased, licensed, transferred, assigned or otherwise disposed, any of the
Collateral, except for, prior to an event of default only (notwithstanding any
other agreement), the following: inventory sold in the ordinary course of
business and other assets permitted to be sold, leased, licensed, transferred,
assigned or otherwise disposed under Section 5.2(i) of the Credit Agreement. The
Agent or its attorneys may at any and all reasonable times, and absent
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an event of default with reasonable prior notice to the Company, inspect the
Collateral and for such purpose may enter upon any and all premises where the
Collateral is or might be kept or located.
(e) Insurance. The Company shall keep the tangible Collateral
insured at all times against loss by theft, fire and other casualties. Said
insurance shall be issued by a company rated A or better by Best and shall be in
amounts sufficient to protect the Agent against any and all loss or damage to
the Collateral. The policy or policies which evidence said insurance shall be
delivered to the Agent upon request, shall contain a lender loss payable clause
in favor of the Agent, shall name the Agent for the benefit of the Lenders as an
additional insured, as its interest may appear, shall not permit amendment,
cancellation or termination without giving the Agent at least 30 days prior
written notice thereof, and shall otherwise be in form and substance
satisfactory to the Agent. Reimbursement under any liability insurance
maintained by the Company pursuant to this paragraph 1(e) may be paid directly
to the person who shall have incurred liability covered by such insurance,
provided that if there is no Default or Event of Default (whether before or
after any event which caused any reimbursement under any liability insurance)
the Company may use the proceeds of such insurance solely to repair or replace
the property damaged if the insurance proceeds are less than $250,000 and if
there is any Event of Default or Default, and if such reimbursement is greater
than $250,000 or there is any Default or Event of Default such amounts shall be
paid to the Agent for application to the Secured Obligations.
(f) Taxes, Etc. The Company will pay promptly, and within the time
that they can be paid without interest or penalty, any taxes, assessments and
similar imposts and charges, not being contested in good faith, which are now or
hereafter may become a Lien upon any of the Collateral. If the Company fails to
pay any such taxes, assessments or other imposts or charges in accordance with
this Section, the Agent shall have the option to do so and the Company agrees to
repay forthwith all amounts so expended by the Agent with interest at the
Overdue Rate.
(g) Further Assurances. The Company will do all acts and things and
will execute all financing statements and writings reasonably requested by the
Agent to establish, maintain and continue a perfected and valid security
interest of the Agent in the Collateral, and will promptly on demand pay all
reasonable costs and expenses of filing and recording all instruments, including
the costs of any reasonable searches requested by the Agent, to establish and
determine the validity and the priority of the Agent's security interests. A
carbon, photographic or other reproduction of this Security Agreement or any
financing statement covering the Collateral shall be sufficient as a financing
statement.
(h) List of Patents, Copyrights, Mask Works and Trademarks. Attached
hereto as Schedule 1(h)(i) is a list of all registered patents and patent
applications owned by the Company. Attached hereto as Schedule 1(h)(ii) is a
list of all registered copyrights and all registered mask works and applications
therefor owned by the Company. Attached hereto as Schedule 1(h)(iii) is a list
of all registered trademarks and service marks owned by the Company. If the
Company at any time owns any additional registered patents, copyrights, mask
works, trademarks or any applications therefor not listed on such schedules, the
Company shall give the Agent prompt written notice thereof and hereby authorizes
the Agent to modify this Agreement by amending Schedules 1(h)(i), 1(h)(ii) and
1(h)(iii) to include all future registered patents, copyrights, mask works,
trademarks and applications therefor and agrees to execute all
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further instruments and agreements, if any, if requested by the Agent to
evidence the Agent's interest therein.
(i) Maintenance of Tangible Collateral. The Company will cause the
tangible Collateral material to the conduct of its business to be maintained and
preserved in the same condition, repair and working order as when new, ordinary
wear and tear excepted, and in accordance with any manufacturer's manual, and
shall forthwith, or, in the case of any loss or damage to any of the tangible
Collateral as quickly as practicable after the occurrence thereof, make or cause
to be made all repairs, replacements, and other improvements which in its
judgment is in the best interest of the Company. The Company shall promptly
furnish to the Agent a statement respecting any material loss or damage to any
of the tangible Collateral.
(j) Special Rights Regarding Receivables. The Agent or any of its
agents may, at any time and from time to time in its sole discretion and
irrespective of the existence of any event of default under this Security
Agreement, verify, directly with each person (collectively, the "Obligors")
which owes any Receivables to the Company, the Receivables in any manner,
provided that the Agent will not contact Chrysler or General Motors for such
purpose more than twice a year for each of them if no event of default exists.
The Agent or any of its agents may, at any time from time to time after and
during the continuance of an event of default under this Security Agreement,
notify the Obligors of the security interest of the Agent in the Collateral
and/or direct such account debtors that all payments in connection with such
obligations and the Collateral be made directly to the Agent in the Agent's
name. If the Agent or any of its agents shall collect such obligations directly
from the Obligors after any event of default, the Agent or any of its agents
shall have the right to resolve any disputes relating to returned goods directly
with the Obligors in such manner and on such terms as the Agent or any of its
agents shall deem appropriate. After any event of default, the Company directs
and authorizes any and all of its present and future account debtors to comply
with requests for information from the Agent, the Agent's designees and agents
and/or auditors, relating to any and all business transactions between the
Company and the Obligors. After any event of default, the Company further
directs and authorizes all of its Obligors upon receiving a notice or request
sent by the Agent or the Agent's agents or designees to pay directly to the
Agent any and all sums of money or proceeds now or hereafter owing by the
Obligors to the Company, and any such payment shall act as a discharge of any
debt of such Obligor to the Company in the same manner as if such payment had
been made directly to the Company. The Company agrees to take any and all action
as the Agent may reasonably request to assist the Agent in exercising the rights
described in this Section.
(k) Maintenance of Intellectual Property and Other Intangible
Collateral. The Company shall preserve and maintain all rights of the Company
and the Agent in all material Intellectual Property and all other material
intangible Collateral, including without limitation the payment of all
maintenance fees, filing fees and the taking of all appropriate action at the
Company's expense to halt the infringement of any of the Intellectual Property
or other Collateral, provided that, with respect to halting the infringement of
any Intellectual Property or other Collateral, the Company does not need to take
all such appropriate action if the Company has, or after event of default the
Required Lenders have, reasonably determined that it is not in its best interest
to demand or enforce cessation of such infringement or other conduct because it
is either not material or because the adverse consequences to the Company would
outweigh the benefits gained by such demand or enforcement.
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2. Events of Default. The occurrence of any Event of Default under the
Credit Agreement shall be deemed an event of default under this Security
Agreement.
3. Remedies. Upon the occurrence of any event of default specified in
Paragraph 2 hereof, the Agent shall have and may exercise any one or more of the
rights and remedies provided to it under this Security Agreement or any of the
other Operative Documents or provided by law, including but not limited to all
of the rights and remedies of a secured party under the Uniform Commercial Code,
and the Company hereby agrees to assemble the Collateral and make it available
to the Agent at a place to be designated by the Agent which is reasonably
convenient to both parties, authorizes the Agent to take possession of the
Collateral with or without demand and with or without process of law and to sell
and dispose of the same at public or private sale and to apply the proceeds of
such sale to the costs and expenses thereof (including reasonable attorneys'
fees and disbursements, incurred by the Agent) and then to the payment and
satisfaction of the Secured Obligations. Any requirement of reasonable notice
shall be met if the Agent sends such notice to the Company, by registered or
certified mail, at least 10 days prior to the date of sale, disposition or other
event giving rise to a required notice. The Agent or any Lender may be the
purchaser at any such sale. The Company expressly authorizes such sale or sales
of the Collateral in advance of and to the exclusion of any sale or sales of or
other realization upon any other collateral securing the Secured Obligations.
The Agent shall have no obligation to preserve rights against prior parties. The
Company hereby waives as to the Agent and each Lender any right of subrogation
or marshalling of such Collateral and any other collateral for the Secured
Obligations. To this end, the Company hereby expressly agrees that any such
collateral or other security of the Company or any other party which the Agent
may hold, or which may come to any of the Lenders or any of their possession,
may be dealt with in all respects and particulars as though this Security
Agreement were not in existence. The parties hereto further agree that public
sale of the Collateral by auction conducted in any county in which any
Collateral is located or in which the Agent or the Company does business after
advertisement of the time and place thereof shall, among other manners of public
and private sale, be deemed to be a commercially reasonable disposition of the
Collateral. The Company shall be liable for any deficiency remaining after
disposition of the Collateral.
4. Special Remedies Concerning Certain Collateral.
(a) Upon the occurrence of any event of default, the Company shall,
if requested to do so in writing, and to the extent so requested (i) promptly
collect and enforce payment of all amounts due the Company on account of, in
payment of, or in connection with, any of the Collateral, (ii) hold all payments
in the form received by the Company as trustee for the Agent, without
commingling with any funds belonging to the Company, and (iii) forthwith deliver
all such payments to the Agent with endorsement to the Agent's order of any
checks or similar instruments.
(b) Upon the occurrence of any event of default, the Company shall,
if requested to do so, and to the extent so requested, notify all Obligors and
other persons with obligations to the Company on account of or in connection
with any of the Collateral of the security interest of the Agent in the
Collateral and direct such account debtors and other persons that all payments
in connection with such obligations and the Collateral be made directly to the
Agent. The Agent itself may, upon the occurrence of an event of
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default, so notify and direct any such account debtor or other person that such
payments are to be made directly to the Agent.
(c) Upon the occurrence of any event of default, for purposes of
assisting the Agent in exercising its rights and remedies provided to it under
this Security Agreement, the Company (i) hereby irrevocably constitutes and
appoints the Agent its true and lawful attorney, for and in the Company's name,
place and stead, to collect, demand, receive, xxx for, compromise, and give good
and sufficient releases for, any monies due or to become due on account of, in
payment of, or in connection with the Collateral, (ii) hereby irrevocably
authorizes the Agent to endorse the name of the Company, upon any checks,
drafts, or similar items which are received in payment of, or in connection
with, any of the Collateral, and to do all things necessary in order to reduce
the same to money, (iii) with respect to any Collateral, hereby irrevocably
assents to all extensions or postponements of the time of payment thereof or any
other indulgence in connection therewith, to each substitution, exchange or
release of collateral, to the addition or release of any party primarily or
secondarily liable, to the acceptance of partial payments thereon and the
settlement, compromise or adjustment (including adjustment of insurance
payments) thereof, all in such manner and at such time or times as the Agent
shall deem advisable and (iv) hereby irrevocably authorizes the Agent to notify
the post office authorities to change the address for delivery of the Company's
mail to an address designated by the Agent, and the Agent may receive, open and
dispose of all mail addressed to the Company. Notwithstanding any other
provisions of this Security Agreement, it is expressly understood and agreed
that the Agent shall have no duty, and shall not be obligated in any manner, to
make any demand or to make any inquiry as to the nature or sufficiency of any
payments received by it or to present or file any claim or take any other action
to collect or enforce the payment of any amounts due or to become due on account
of or in connection with any of the Collateral.
5. Remedies Cumulative. No right or remedy conferred upon or reserved
to the Agent under any Operative Document is intended to be exclusive of any
other right or remedy, and every right and remedy shall be cumulative in
addition to every other right or remedy given hereunder or now or hereafter
existing under any applicable law. Every right and remedy of the Agent under any
Operative Document or under applicable law may be exercised from time to time
and as often as may be deemed expedient by the Agent. To the extent that it
lawfully may, the Company agrees that it will not at any time insist upon,
plead, or in any manner whatever claim or take any benefit or advantage of any
applicable present or future stay, extension or moratorium law, which may affect
observance or performance of any provisions of any Operative Document except as
provided under the Bankruptcy Code; nor will it claim, take or insist upon any
benefit or advantage of any present or future law providing for the valuation or
appraisal of any security for its obligations under any Operative Document prior
to any sale or sales thereof which may be made under or by virtue of any
instrument governing the same; nor will the Company, after any such sale or
sales, claim or exercise any right, under any applicable law to redeem any
portion of such security so sold.
6. Conduct No Waiver. No waiver of default shall be effective unless in
writing executed by the Agent and waiver of any default or forbearance on the
part of the Agent in enforcing any of its rights under this Security Agreement
shall not operate as a waiver of any other default or of the same default on a
future occasion or of such right.
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7. Governing Law; Consent to Jurisdiction; Definitions. This Security
Agreement is a contract made under, and shall be governed by and construed in
accordance with, the law of the State of Michigan applicable to contracts made
and to be performed entirely within such State and without giving effect to
choice of law principles of such State. The Company agrees that any legal action
or proceeding with respect to this Security Agreement or the transactions
contemplated hereby may be brought in any court of the State of Michigan, or in
any court of the United States of America sitting in Michigan, and the Company
hereby submits to and accepts generally and unconditionally the jurisdiction of
those courts with respect to its person and property, and irrevocably appoints
the Vice President and Treasurer of the Company, at the Company's address set
forth in the Credit Agreement, as its agent for service of process and
irrevocably consents to the service of process in connection with any such
action or proceeding by personal delivery to such agent or to the Company or by
the mailing thereof by registered or certified mail, postage prepaid to the
Company at its address set forth in the Credit Agreement. Nothing in this
paragraph shall affect the right of the Agent to serve process in any other
manner permitted by law or limit the right of the Agent to bring any such action
or proceeding against the Company or its property in the courts of any other
jurisdiction. The Company hereby irrevocably waives any objection to the laying
of venue of any such suit or proceeding in the above described courts. Terms
used but not defined herein shall have the respective meanings ascribed thereto
in the Credit Agreement. Unless otherwise defined herein or in the Credit
Agreement, terms used in Article 9 of the Uniform Commercial Code in the State
of Michigan are used herein as therein defined on the date hereof. The headings
of the various subdivisions hereof are for convenience of reference only and
shall in no way modify any of the terms or provisions hereof.
8. Notices. All notices, demands, requests, consents and other
communications hereunder shall be delivered in the manner described in the
Credit Agreement.
9. Rights Not Construed as Duties. The Agent neither assumes nor shall
it have any duty of performance or other responsibility under any contracts in
which the Agent has or obtains a security interest hereunder. If the Company
fails to perform any agreement contained herein, the Agent may but is in no way
obligated to itself perform, or cause performance of, such agreement, and the
reasonable expenses of the Agent incurred in connection therewith shall be
payable by the Company under paragraph 12. The powers conferred on the Agent
hereunder are solely to protect its interests in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the safe custody
of any Collateral in its possession and accounting for monies actually received
by it hereunder, the Agent shall have no duty as to any Collateral or as to the
taking of any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral.
10. Amendments. None of the terms and provisions of this Security
Agreement may be modified or amended in any way except by an instrument in
writing executed by each of the parties hereto.
11. Severability. If any one or more provisions of this Security
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected, impaired or prejudiced thereby.
12. Expenses. (a) The Company agrees to indemnify the Agent from and
against any and all claims, losses and liabilities growing out of or resulting
from this Security Agreement (including, without
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limitation, enforcement of this Security Agreement), except claims, losses or
liabilities resulting from the Agent's gross negligence or willful misconduct.
(b) The Company will, upon demand, pay to the Agent an amount of any
and all reasonable expenses, including the reasonable fees and disbursements of
its counsel and of any experts and agents, which the Agent may incur in
connection with (i) the administration of this Security Agreement, (ii) the
custody, preservation, use or operation of, or the sale of, collection from or
other realization upon, any of the Collateral, (iii) the exercise or enforcement
of any of the rights of the Agent hereunder or under the Operative Documents, or
(iv) the failure of the Company to perform or observe any of the provisions
hereof.
13. Successors and Assigns; Termination. This Security Agreement shall
create a continuing security interest in the Collateral and shall be binding
upon the Company, its successors and assigns, and inure, together with the
rights and remedies of the Agent hereunder, to the benefit of the Agent and its
successors, transferees and assigns. Upon the payment in full in immediately
available funds of all of the Secured Obligations and the termination of all
commitments to lend under the Operative Documents, the security interest granted
hereunder shall terminate and all rights to the Collateral shall revert to the
Company.
14. Waiver of Jury Trial. The Agent and the Lenders, in accepting this
Security Agreement, and the Company, after consulting or having had the
opportunity to consult with counsel, knowingly, voluntarily and intentionally
waive any right any of them may have to a trial by jury in any litigation based
upon or arising out of this Security Agreement or any related instrument or
agreement or any of the transactions contemplated by this Security Agreement or
any course of conduct, dealing, statements (whether oral or written) or actions
of any of them. Neither the Agent, the Lenders nor the Company shall seek to
consolidate, by counterclaim or otherwise, any such action in which a jury trial
has been waived with any other action in which a jury trial cannot be or has not
been waived. These provisions shall not be deemed to have been modified in any
respect or relinquished by either the Agent, the Lenders or the Company except
by a written instrument executed by all of them.
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IN WITNESS WHEREOF, the Company has caused this Security Agreement to
be duly executed as of the day and year first set forth above.
AETNA MANUFACTURING CANADA LTD.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Its: Vice President, Finance
Accepted and Agreed:
NBD BANK, as Agent and
on behalf of the Lenders
By: /s/ Xxxxxxxx X. Xxxxxxx
Its: Vice President
