Exhibit 2
SECURITY AGREEMENT
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XXXXX MEDICAL CORP.
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This SECURITY AGREEMENT dated as of January 9, 1996 by and between XXXXX
MEDICAL CORP., a Connecticut corporation (the "Company"), and BANK OF BOSTON
CONNECTICUT, a Connecticut chartered savings bank (the "Secured Party"), as
agent for itself and the other lenders which are or may become parties (the
"Lenders") to that certain Revolving Credit Agreement dated as of January 9,
1996 among the Company, the Secured Party and the Lenders, as the same may be
amended, restated, modified or supplemented from time to time (such agreement,
as in effect from time to time, the "Loan Agreement"). Capitalized terms which
are used herein without definition and which are defined in the Loan Agreement
shall have the same meanings herein as in the Loan Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to the Loan Agreement, the Lenders have made, and will
make, Revolving Credit Loans to the Company on the terms set forth therein; and
WHEREAS, it is a condition precedent to the effectiveness of the Loan
Agreement that the Company and the Secured Party execute this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
(S)1. GRANT OF SECURITY INTEREST.
To secure the due and prompt payment and performance by the Company of
the Obligations (as defined below), the Company hereby pledges, assigns and
grants to the Secured Party on behalf of the Lenders a continuing security
interest in and lien on the following properties, assets and rights of the
Company, wherever located, whether now owned or hereafter acquired or arising,
and all proceeds and products thereof: All accounts (including all accounts
receivable), contract rights, rights to the payment of money (including tax
refund claims, insurance proceeds and tort claims), chattel paper, documents,
documents of title, instruments, general intangibles, securities issued to the
Company by account debtors in connection with accounts (together with all income
therefrom, increases thereunder and proceeds thereof), patents, trademarks,
tradenames, copyrights, engineering drawings, service marks, goodwill, all
licenses, permits, agreements of every kind and nature pursuant to which the
Company possesses, uses or has authority to possess or use property (whether
tangible or intangible) of others or which others possess, use or have authority
to possess or use (whether tangible or intangible) of the Company, books and
records, customer lists, and all inventory and all other raw materials, work in
progress and all substitutions and replacements thereof (all
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such properties, assets and rights hereinafter sometimes called, collectively,
the "Collateral").
(S)2. OBLIGATIONS SECURED.
The Collateral hereunder constitutes and will constitute continuing
security for all of the indebtedness, obligations and liabilities of the Company
to the Secured Party and the Lenders (including, without limitation, any
provisional credit extended to the Borrower pursuant to (S)8.13 of the Loan
Agreement) and any lender who becomes a participant in or holder of any of the
obligations under the Loan Agreement and the other Loan Documents, in each case
as such instrument is originally executed on the date hereof or as modified,
amended, restated, supplemented or extended hereafter, whether such obligations
are now existing or hereafter arising, direct or indirect, absolute or
contingent, due or to become due, matured or unmatured, liquidated or
unliquidated, arising by contract, operation of law or otherwise, and all
obligations of the Company to the Secured Party and the Lenders arising out of
any extension, refinancing or refunding of any of the foregoing obligations
(collectively, the "Obligations").
(S)3. PRO RATA SECURITY; APPLICATION OF PROCEEDS OF COLLATERAL.
All amounts owing with respect to the Obligations shall be secured pro
rata by the Collateral without distinction as to whether some Obligations are
then due and payable and other Obligations are not then due and payable. Upon
any realization upon the Collateral by the Secured Party, whether by receipt of
insurance proceeds pursuant to (S)4(d) hereof or upon foreclosure and sale of
all or part of the Collateral pursuant to (S)7 hereof or otherwise, the Company
and the Secured Party agree that the proceeds thereof shall be applied (i)
first, to the payment of expenses incurred with respect to maintenance and
protection of the Collateral pursuant to (S)7 hereof and of expenses incurred
pursuant to (S)11 hereof with respect to the sale of or realization upon any of
the Collateral or the perfection, enforcement or protection of the rights of the
Secured Party (including reasonable attorneys' fees and expenses of every kind,
including, without limitation, reasonable allocated costs of staff counsel),
(ii) second, to all amounts of interest, expenses and fees outstanding which
constitute the Obligations; (iii) third, to all amounts of principal outstanding
under the Obligations; (iv) fourth, any proceeds remaining after the repayment
of all of the Obligations to be paid over to the Company or such other person or
persons as may be entitled thereto. The Company shall remain liable for any
deficiency remaining unpaid after the application of proceeds in accordance with
the foregoing provisions. The Company agrees that all amounts received with
respect to any of the Obligations, whether by realization on the Collateral or
otherwise, shall be applied to the payment of the Obligations in accordance with
the provisions of this (S)3.
(S)4. REPRESENTATIONS AND COVENANTS OF THE COMPANY.
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(a)
Location of Chief Executive Offices; Tax Identification Numbers. The
Company represents that the location of its chief executive office and the
location where its books and records are kept is at 000 Xxxx Xxxxxx Xxxxx,
Xxx Xxxxxxx, Xxxxxxxxxxx 00000. The Company represents to the Secured
Party that the federal tax identification number of the Company is 22-
1897821. The Company further represents that Schedule 1 hereto is a true
and correct list of all localities where property comprising a part of the
Collateral is located. The Company agrees that it will not change its
name, federal tax identification number or the location of its chief
executive office or the location where its books and records are kept.
(b)
Ownership of Collateral.
(i) The Company represents that it is the owner of the Collateral
free from any adverse lien, security interest or encumbrance, except as
expressly permitted by the Loan Agreement.
(ii) Except for the security interests herein granted and except
as expressly permitted by (S)9.2 of the Loan Agreement, the Company shall
be the owner of the Collateral free of any liens or other encumbrances, and
the Company shall defend the same against all claims and demands of all
persons at any time claiming the same or any interest therein adverse to
the Secured Party. Except as otherwise expressly permitted by the Loan
Agreement, the Company shall not pledge, mortgage or create or suffer to
exist a security interest in the Collateral in favor of any person other
than the Secured Party.
(c)
Sale or Disposition of Collateral. The Company will not sell or offer
to sell or otherwise transfer the Collateral, any portion thereof, or any
interest therein except (i) for sales of inventory in the ordinary course
of business, (ii) for the disposition of obsolete or surplus equipment in
the ordinary course of business and (iii) as expressly permitted by the
Loan Agreement.
(d)
Insurance. The Company shall have and maintain at all times with
respect to the Collateral such insurance as is required by the Loan
Agreement, such insurance to be payable to the Secured Party and to the
Company as their interests may appear. All policies of insurance shall
provide for a minimum of thirty (30) days' prior written cancellation
notice to the Secured Party. In the event of failure to provide and
maintain insurance as herein provided, the Secured Party may, at its
option, provide such insurance, and the Company hereby promises to pay to
the
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Secured Party on demand the amount of any reasonable disbursements made by
the Secured Party for such purpose. The Company shall furnish to the
Secured Party certificates or other evidence satisfactory to the Secured
Party of compliance with the foregoing insurance provisions. The Secured
Party may act as attorney for the Company in obtaining, adjusting, settling
and canceling such insurance and endorsing any drafts; and any amounts
collected or received under any such policies shall be applied by the
Secured Party to the Obligations in accordance with the provisions of (S)3
hereof, or at the option of the Secured Party, the same may be released to
the Company, but such application or release shall not cure or waive any
default hereunder and no amount so released shall be deemed a payment on
any Obligation secured hereby.
(e)
Maintenance of Collateral. The Company will keep the Collateral in
good order and repair and will not use the same in material violation of
any material law or policy of insurance thereon. Upon reasonable prior
notice to the Company (unless an Event of Default shall have occurred and
be continuing, whereupon, no notice shall be required), the Secured Party
may inspect the Collateral at any reasonable time during normal business
hours, wherever located. Except as otherwise provided in the Loan
Agreement, the Company will pay promptly when due all taxes and assessments
upon the Collateral or for its use or operation or upon this Agreement. In
its discretion, the Secured Party may discharge taxes and other
encumbrances at any time levied or placed on the Collateral, which remain
unpaid in violation of the Loan Agreement, make repairs thereof and pay any
necessary filing fees. The Company agrees to reimburse the 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. The Secured Party shall
have no obligation to the Company to make any such expenditures, nor shall
the making thereof relieve the Company of any default.
(f)
Creation and Perfection of Lien. The Company represents and warrants
to the Secured Party and covenants with the Secured Party that this
Agreement creates a valid security interest in the Collateral as security
for the payment and performance of the Obligations. Upon the filing of
UCC-1 financing statements in the form attached hereto as Exhibit A (the
"Financing Statements") under the Uniform Commercial Code as the same may
be in effect from time to time in the State of Connecticut (the "UCC"),
naming the Company as debtor and the Secured Party as secured party, all
filings, assignments, pledges and deposits of documents or instruments will
have been made and all other actions will have been taken that are
necessary or advisable, under applicable law, to establish and perfect the
Secured Party's security interest in such of the Collateral as to which a
security interest may be perfected by filing under the UCC and such
security interest shall
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remain prior to all other liens, except as contemplated by the Loan
Agreement. No further filings, recordings or other actions are or will be
necessary to maintain the priority of such security interest other than the
filing of UCC continuation statements within six months prior to the
expiration of a period of five years after the original filing. The
Collateral and the Secured Party's rights with respect to the Collateral
are not subject to any setoff, claims, withholdings or other defenses. The
Company is the owner of the Collateral free from any adverse lien, security
interest or encumbrance, except as permitted by the Loan Agreement.
(g)
No Further Actions. Except for the filings referred to in paragraph
(f) above and as otherwise specified in the Loan Agreement, no
authorization, approval or other action by, and no notice of filing with,
any governmental authority or regulatory body or other Person that has not
been received, taken or made is required (i) for the grant by the Company
of the security interest granted hereby or for the execution, delivery or
performance of this Agreement by the Company, (ii) for the perfection and
maintenance of the security interest hereunder (including the first
priority nature of such security interest), or (iii) for the exercise by
the Secured Party of the rights or the remedies in respect of the
Collateral pursuant to this Agreement.
(h)
Accounts Receivable. The Company shall keep or cause to be kept
separate records of accounts which are complete and accurate in all
material respects, and from time to time upon the request of the Secured
Party, at reasonable intervals (which shall be no more frequently than each
calendar year unless an Event of Default shall have occurred and be
continuing) and upon reasonable notice, shall deliver to the Secured Party
a list of the names, addresses, face value, and dates of invoices for each
debtor obligated on such an account receivable.
(i)
Government Contracts. The Company agrees that, at the request of the
Secured Party, it shall execute all such documents, and take all such
actions, as the Secured Party shall reasonably determine to be necessary or
appropriate from time to time under the Federal Assignment of Claims Act of
1940, as amended, in order to confirm and assure to the Secured Party its
rights under this Agreement with respect to any and all Collateral
consisting of the Company's rights to monies due or to become due under any
contracts or agreements with or orders from the United States government or
any agency or department thereof, the assignment of which is not prohibited
by such contract or agreement (collectively, "Government Receivables").
(j)
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Cooperation. The Company agrees, during the continuance of an Event
of Default, to take any actions that the Secured Party may reasonably
request in order to enable the Secured Party to obtain and enjoy the full
rights and benefits granted to the Secured Party by the Loan Agreement in
the Loan Documents. The Company further consents to the transfer of
control or assignment of all or any portion of the Collateral to a
receiver, trustee, transferee, or similar official or to any purchaser of
the Collateral pursuant to any public or private sale, judicial sale,
foreclosure or exercise of other remedies available to the Secured Party as
permitted by the Loan Documents, applicable law or otherwise.
(k)
Further Assurances By the Company. The Company agrees to execute and
deliver to the Secured Party from time to time at its request all documents
and instruments, including financing statements, supplemental security
agreements, notices of assignments under the United States Assignment of
Claims Act and under similar or local statutes and regulations, and to take
all action as the Secured Party may reasonably deem necessary or proper to
perfect or otherwise protect the security interest and lien created hereby.
(l) Securities. The Company agrees that it shall forthwith
deliver and pledge to the Secured Party hereunder all certificates
representing securities constituting Collateral hereunder which it shall
acquire, whether by purchase, stock, dividend, distribution of capital or
otherwise, along with stock powers or other appropriate instruments of
assignment with respect thereto, duly executed in blank.
(m) Patents, Trademarks, Copyrights The Company represents to
the Secured Party that as of the date hereof, except as set forth on
Schedule 2 hereto, it has no right, title or interest in any tradename,
patent, trademark registrations, copyright registrations or service xxxx
registrations, or in any pending applications for the same and agrees
promptly to furnish to the Secured Party written notice of each such
tradename, patent, trademark, copyright or service xxxx registrations, or
any applications for same, in which it may hereafter acquire any right,
title or interest. The Company shall, on request by the Secured Party,
execute, acknowledge and deliver all such documents and instruments as the
Secured Party may reasonably require to confirm the Secured Party's
security interest in and to any such tradename, patent, trademark or
service xxxx registrations, or application for the same as part of such
Collateral hereunder and appoints the Secured Party as the Company's
attorney-in-fact to execute and file the same.
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(S)5. POWER OF ATTORNEY.
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(a)
The Company acknowledges the Secured Party's right, to the extent
permitted by applicable law, singly to execute and file financing or
continuation statements and similar notices required by applicable law, and
amendments thereto, concerning the Collateral without execution by the
Company. A carbon, photographic or other reproduction of this Agreement or
any financing statement covering the Collateral or any part thereof shall
be sufficient as a financing statement where permitted by law.
(b)
The Company hereby irrevocably appoints the Secured Party as the
Company's attorney-in-fact, effective at all times during the continuance
of an Event of Default, with full authority in the place and stead of the
Company and in the name of the Company or otherwise, to take any action and
to execute any instrument which the Secured Party may deem necessary or
advisable to accomplish the purpose of this Agreement, including, without
limitation, the power and right (i) to endorse the Company's name on any
checks, notes, acceptances, money orders, drafts, filings or other forms of
payment or security that may come into the Secured Party's possession, and
(ii) to do all other things which the Secured Party then determines to be
necessary to carry out the terms of this Agreement. The Company ratifies
and approves all acts of such attorney-in-fact. The power conferred on the
Secured Party hereunder is solely to protect the Secured Party's interests
in the Collateral and shall not impose any duty upon the Secured Party to
exercise such power.
(S)6. ACCOUNTS RECEIVABLE.
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Until the Secured Party requests (after the occurrence of an Event of
Default) that debtors on accounts receivable of the Company or obligors on
accounts, chattel paper or general intangibles of the Company or obligors on
instruments for which a Company is an obligee or lessees or conditional vendees
under agreements governing the leasing or selling by conditional sale of
Collateral by the Company, be notified of the Secured Party's security interest,
the Company shall continue to collect payment thereof. Upon the making of such
a request by the Secured Party (after the occurrence and during the continuance
of an Event of Default), the Company shall hold the proceeds received from
collection as trustee for the Secured Party and shall turn the same over to the
Secured Party, or to such other Secured Party as may be approved by the Secured
Party, immediately upon receipt in the identical form received. At the request
of the Secured Party (after the occurrence of an Event of Default), the Company
shall so notify such account debtors and obligors that payment thereof is to be
made directly to the Secured
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Party, and the Secured Party may itself after the occurrence and during the
continuance of an Event of Default, at any time, without notice to or demand
upon the Company, so notify such account debtors and obligors. The making of
such a request or the giving of any such notification shall not affect the
duties of the Company described above with respect to proceeds of collection of
accounts receivable received by the Company. The Secured Party shall apply the
proceeds of such collection received by the Secured Party to the Obligations in
accordance with (S)3 of this Agreement. The application of the proceeds of such
collection shall be conditional upon final payment in cash or solvent credits of
the items giving rise to them. If any item is not so paid, the Secured Party in
its discretion, whether or not the item is returned, may either reverse any
credit given for the item or charge it to any deposit account maintained by the
Company with the Secured Party. The Company shall endorse, assign and deliver
to the Secured Party, all of its promissory notes and other instruments (as
defined in the UCC) together with instruments of transfer or assignment duly
executed in blank or as the Secured Party may specify.
(S)7. EVENTS OF DEFAULT; REMEDIES.
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(a)
Upon the occurrence and during the continuance of an Event of Default,
whether or not the Obligations are due, the Secured Party may demand, xxx
for, collect, or make any settlement or compromise it deems desirable with
respect to the Collateral.
(b)
Upon the occurrence and during the continuance of an Event of Default,
to the fullest extent permitted by applicable law, in addition to the
remedies set forth elsewhere in this Agreement:
(i) The Secured Party shall have, in addition to all other rights
and remedies given it by any instrument or other agreement evidencing, or
executed and delivered in connection with, any of the Obligations and
otherwise allowed by law, the rights and remedies of a secured party under
the Uniform Commercial Code as enacted in any jurisdiction in which the
Collateral may be located and without limiting the generality of the
foregoing, the Secured Party may immediately, without (to the fullest
extent permitted by law) demand of performance or advertisement or notice
of intention to sell or of time or place of sale or of redemption or other
notice or demand whatsoever, (except that the Secured Party shall give to
the Company at least ten days' notice of the time and place of any proposed
sale or other disposition), all of which are hereby expressly waived to the
fullest extent permitted by law, sell at public or private sale or
otherwise realize upon, in the City of Hartford, Connecticut, or elsewhere,
the whole or from time to time any part of the Collateral in or upon which
the Secured
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Party shall have a security interest or lien hereunder, or any interest
which the Company may have therein, and after deducting from the proceeds
of sale or other disposition of the Collateral all expenses (including all
reasonable expenses for legal services) as provided in (S)11 hereof, shall
apply the residue of such proceeds toward the payment of the Obligations in
accordance with (S)3 of this Security Agreement, the Company remaining
liable for any deficiency remaining unpaid after such application. If
notice of any sale or other disposition is required by law to be given to
the Company, the Company and the Secured Party hereby agree that a notice
given as hereinbefore provided shall be reasonable notice of such sale or
other disposition. The Company also agrees to assemble the Collateral at
such place or places as the Secured Party reasonably designates by written
notice. At any such sale or other disposition the Secured Party may
itself, and any other person or entity owed any Obligation may itself,
purchase the whole or any part of the Collateral sold, free from any right
of redemption on the part of the Company, which right is hereby waived and
released to the fullest extent permitted by law.
(ii) Furthermore, without limiting the generality of any of the
rights and remedies conferred upon the Secured Party under (S)7(b)(i)
hereof, the Secured Party to the fullest extent permitted by law, may enter
upon the premises of the Company, exclude the Company or any guarantor
therefrom and take immediate possession of the Collateral, either
personally or by means of a receiver appointed by a court therefor, using
all necessary force to do so, and may, at its option, use, operate, manage
and control the Collateral in any lawful manner and may collect and receive
all rents, income, revenue, earnings, issues and profits therefrom, and may
maintain, repair, renovate, alter or remove the Collateral as the Secured
Party may determine in its discretion, and any such monies so collected or
received by the Secured Party shall be applied to, or may be accumulated
for application upon, the Obligations in accordance with (S)3 of this
Agreement.
(iii) The Secured Party agrees that it will give notice to the
Company of any enforcement action taken by it pursuant to this (S)8
promptly after commencing such action.
(iv) The Company recognizes that the Secured Party may be
unable to effect a public sale of securities constituting Collateral by
reason of certain prohibitions contained in the Securities Act and may be
compelled to resort to one or more private sales thereof to a restricted
group of purchasers consistent with all applicable laws. The Company
agrees that any such private sales may be at prices and other terms less
favorable to the Company than if sold at public sales and that such private
sales shall not solely by reason thereof be deemed not to have been made in
a commercially reasonable manner. The Secured Party shall be under no
obligation to delay a sale of any of the securities for the period of time
necessary to permit the issuer of such securities to register such
securities for public sale under the Securities Act of 1933, as amended,
even if the issuer would agree to do so.
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(S)8. MARSHALLING.
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The Secured Party shall not be required to marshal any present or future
security for (including but not limited to this Agreement and the Collateral
subject to the security interest created hereby), or guarantees of, the
Obligations or any of them, or to resort to such security or guarantees in any
particular order; and all of its rights hereunder and in respect of such
securities and guaranties shall be cumulative and in addition to all other
rights, however existing or arising. To the extent that it lawfully may, the
Company hereby agrees that it will not invoke any law relating to the
marshalling of collateral which might cause delay in or impede the enforcement
of the Secured Party's rights under this Agreement or under any other instrument
evidencing any of the Obligations or under which any of the Obligations is
outstanding or by which any of the Obligations is secured or guaranteed, and to
the extent that it lawfully may do so the Company hereby irrevocably waives the
benefits of all such laws. Except as otherwise provided by applicable law, the
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 rights pertaining thereto
beyond the sole custody thereof.
(S)9. COMPANY'S OBLIGATIONS NOT AFFECTED.
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To the extent permitted by law, the obligations of the Company under this
Security Agreement shall remain in full force and effect without regard to, and
shall not be impaired by (a) any bankruptcy, insolvency, reorganization,
arrangement, readjustment, composition, liquidation or the like of the Company,
to the extent permitted by law; (b) any exercise or nonexercise, or any waiver,
by the Secured Party of any right, remedy, power or privilege under or in
respect of any of the Obligations or any security therefor (including this
Agreement); (c) any amendment to or modification of any instrument evidencing
any of the Obligations or pursuant to which any of them were issued; (d) any
amendment to or modification of any instrument or agreement (other than this
Agreement) securing any of the Obligations; or (e) the taking of additional
security for or any guaranty of any of the Obligations or the release or
discharge or termination of any security or guaranty for any of the Obligations;
and whether or not the Company shall have notice or knowledge of any of the
foregoing.
(S)10. NO WAIVER.
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No failure on the part of the Secured Party 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 Secured Party of any
right, remedy or power hereunder preclude any other or future exercise of any
other right, remedy or power. Each and every right, remedy and power hereby
granted to the Secured Party or the future holders of any of the Obligations or
allowed to any of them by law or other agreement, including, without limitation,
each of the Loan Documents, shall be cumulative and not
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exclusive of any other, and, subject to the provisions of this Agreement, may be
exercised by the Secured Party or the future holders of any of the Obligations
from time to time.
(S)11. EXPENSES.
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The Company agrees to pay, on demand, all reasonable costs and expenses
(including reasonable attorneys' fees and expenses for legal services) of the
Secured Party incidental to the sale of, or realization upon, any of the
Collateral or in any way relating to the perfection, enforcement or protection
of the rights of the Secured Party hereunder; and the Secured Party may at any
time apply to the payment of all such costs and expenses all monies of the
Company or other proceeds arising from its possession or disposition of all or
any portion of the Collateral.
(S)12. CONSENTS, AMENDMENTS, WAIVERS.
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Any term of this Agreement may be amended, and the performance or
observance by the Company of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only in accordance with the terms of (S)26 of the Loan Agreement all of which
are incorporated herein by reference.
(S)13. GOVERNING LAW.
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Except as otherwise required by the laws of any jurisdiction in which any
Collateral is located, this Agreement shall for all purposes be governed by and
construed in accordance with the laws of the State of Connecticut.
(S)14. PARTIES IN INTEREST.
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All terms of this Agreement shall be binding upon and inure to the benefit
of and be enforceable by the respective successors and assigns of the parties
hereto, provided that the Company may not assign or transfer its rights
hereunder without the prior written consent of the Secured Party. Any
assignment or transfer by the Company of its rights hereunder in violation of
this Agreement shall be void.
(S)15. COUNTERPARTS.
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This Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, which when so executed
and delivered shall be an original, but all of which together shall constitute
one instrument. In proving this Agreement it shall not be necessary to produce
or account for more than one such counterpart signed by the party against whom
enforcement is sought.
(S)16. TERMINATION.
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Upon payment in full of the Obligations in accordance with their terms,
this Agreement shall terminate and the Secured Party shall return to the
Company, at the expense of the Company, such Collateral in the possession or
control of the Secured Party as has not theretofore been disposed of pursuant to
the provisions hereof and shall deliver to the Company documents in recordable
form sufficient to discharge the liens and security interests granted hereunder.
(S)17. NOTICES.
Except as otherwise expressly provided herein, all notices and other
communications made or required to be given pursuant to this Agreement shall be
made in accordance with the provisions of (S)20 of the Loan Agreement.
(S)18. PREJUDGMENT REMEDY WAIVER.
THE COMPANY ACKNOWLEDGES THAT THE FINANCING EVIDENCED HEREBY IS A
COMMERCIAL TRANSACTION WITHIN THE MEANING OF CHAPTER 903a OF THE CONNECTICUT
GENERAL STATUTES. THE COMPANY HEREBY WAIVES ITS RIGHT TO NOTICE AND PRIOR COURT
HEARING OR COURT ORDER UNDER CONNECTICUT GENERAL STATUTES SECTIONS 52-278a ET.
SEQ. AS AMENDED OR UNDER ANY OTHER STATE OR FEDERAL LAW WITH RESPECT TO ANY AND
ALL PREJUDGMENT REMEDIES THE SECURED PARTY MAY EMPLOY TO ENFORCE ITS RIGHTS AND
REMEDIES HEREUNDER. MORE SPECIFICALLY, THE COMPANY ACKNOWLEDGES THAT THE
SECURED PARTY'S ATTORNEY MAY, PURSUANT TO CONN. GEN. STAT. (S)52-278f, ISSUE A
WRIT FOR A PREJUDGMENT REMEDY WITHOUT SECURING A COURT ORDER. THE COMPANY
ACKNOWLEDGES AND RESERVES ITS RIGHT TO NOTICE AND A HEARING SUBSEQUENT TO THE
ISSUANCE OF A WRIT FOR PREJUDGMENT REMEDY AS AFORESAID AND THE SECURED PARTY
ACKNOWLEDGES THE COMPANY'S RIGHT TO SAID HEARING SUBSEQUENT TO THE ISSUANCE OF
SAID WRIT.
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IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed by its authorized representatives as of the date first written
above.
XXXXX MEDICAL CORP.
By:__________________________________
Its:__________________________________
BANK OF BOSTON CONNECTICUT
By:________________________________
Its
STATE OF CONNECTICUT )
) ss: Hartford
COUNTY OF HARTFORD )
Before me, the undersigned, this ____ day of ________, 199__, personally
appeared _________________, known to me to be the _________ of Xxxxx Medical
Corp., and that he as such officer, signer and sealer of the foregoing
instrument, acknowledged the execution of the same to be his free act and deed
individually and as such officer, and the free act and deed of said corporation.
____________________________________
Commissioner of the Superior Court
Notary Public
My commission expires:
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XXXXX XX XXXXXXXXXXX )
) ss.: Hartford
COUNTY OF HARTFORD )
Before me, the undersigned, this ____ day of ________, 199__, personally
appeared _______________, known to me to be the ___________ of BANK OF BOSTON
CONNECTICUT, and that he as such officer, signer and sealer of the foregoing
instrument, acknowledged the execution of the same to be his free act and deed
individually and as such officer, and the free act and deed of said corporation.
___________________________________
Commissioner of the Superior Court
Notary Public
My commission expires:
EXHIBIT A
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Form of Financing Statements
Schedule 1
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Collateral Locations
Schedule 2
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Intellectual Property
