EXHIBITS FOR S-1 REGISTRATION STATEMENT
OF METRO INFORMATION SERVICES, INC.
EXHIBIT 10.7 SECURITY AGREEMENT DATED AS OF APRIL 30, 1996 BY AND BETWEEN
CRESTAR BANK AND REGISTRANT.
SECURITY AGREEMENT [LOGO]
This Security Agreement is made by Metro Information Services, Inc. (the
Owner) for the use and benefit of Crestar Bank (the Bank).
1. SECURITY AGREEMENT. In order to induce the Bank from time to time to
extend or continue to extend credit to Metro Information Services, Inc. (the
Borrower), the Owner (which may include the Borrower) hereby grants the Bank,
its successors and assigns, a security interest in the collateral and all
proceeds, rents and profits thereof and all revenues from the right to use
the collateral as described below (the Collateral) to secure the payment of
all present and future indebtedness of every kind and description, however
evidenced, of the Borrower to the Bank, whether such indebtedness is direct
or indirect, fixed or contingent, liquidated or unliquidated, including any
extensions, modifications or renewals thereof (the Indebtedness) and to
secure the performance by the Owner of the agreements and warranties
contained in this Security Agreement.
2. COLLATERAL. As used in this Security Agreement, the term "Collateral,"
whether now existing or hereafter acquired, shall mean (check all that are
applicable):
IF THE COLLATERAL IS NOT SPECIFICALLY DESIGNATED BY A CHECK MARK, THEN THE
OWNER GRANTS THE BANK A BLANKET SECURITY INTEREST.
// Blanket All accounts ("Accounts"), inventory ("Inventory"), furniture,
Security fixtures and equipment ("Equipment"), general intangibles
Interest ("General Intangibles"), instruments, documents and chattel
paper, including, without limitation, all goods represented
thereby and all goods that may be reclaimed or repossessed
from or returned by account debtors and all proceeds,
products, rents and profits thereof (as all such terms are
defined in the Uniform Commercial Code).
// All or a portion of the Collateral will be
attached as a fixture to realty located at
-------------------------------------------.
/x/ Accounts All of the Owner's rights, now existing or arising in the
and future, to payment for goods sold or leased or for services
General rendered, whether or not earned by performance, and whether or
Intangibles not such right to payment is evidenced by an instrument,
document or chattel paper (the "Accounts"), together with
all interest of the Owner in goods, the sale or lease of
which shall have given rise or may give rise to any Account,
including Notes Receivable and all of the Owner's personal
property, including things in action, all returned goods,
reclaimed and repossessed goods, chattel paper, documents,
instruments and money, including, without limitation,
returned and unearned insurance premiums, tax refunds,
contract rights and causes in action of any kind and nature
whatsoever ("General Intangibles") and all proceeds and
products thereof and all substitutions and replacements
therefore.
// Inventory, All goods of every nature which are held for sale or
Accounts, furnished or are to be furnished under contracts of service
and General or sale or lease, supplies, stock-in-trade, all raw
Intangibles materials, work-in-process, finished goods, all items of
personal property, and all returned, reclaimed and
repossessed goods, whether now in the Owner's possession
or control, in transit, in storage, or hereafter acquired
by way of replacement, substitution, addition or otherwise
and all other inventory as defined in the Uniform Commercial
Code ("Inventory"), all accounts as defined in the Uniform
Commercial Code ("Accounts"). General Intangibles and all
proceeds, products, rents and profits thereof.
/x/ Furniture, All of the Owner's furniture, fixtures, equipment, and
Fixtures, leasehold improvements including all equipment as defined
and in the Uniform Commercial Code ("Equipment"), and
Equipment including, but not limited to, any leases, rental
agreements, chattel paper, rental payments and insurance
proceeds together with all accessories, accessions,
attachments, parts, replacements, substitutions,
improvements, repairs installed in or affixed to any
Equipment, and all proceeds and produces thereof.
// All or a portion of the Collateral will be attached as
a fixture to realty located at
------------------------
------------------------------------------------------.
// Equipment All of the following Equipment or Consumer Goods:
and
Consumer
Goods
______________________________________________________________
MAKE BODY TYPE YEAR MODEL SERIAL NUMBER/MOTOR NUMBER
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
including, but not limited to, any leases, rental
agreements, chattel paper, rental payments and insurance
proceeds together with all licenses, tires, tools, equipment
accessories and other accessions now or hereafter installed
in or affixed to the Equipment or Consumer Goods are all
substitutions, renewals and replacements thereof, and all
proceeds, products, rents and profits thereof.
// All or a portion of the Collateral will be attached
as a fixture to realty located at
-------------------
----------------------------------------------------.
// Securities, The following securities, instruments, including unsecured
Instruments, notes secured by deeds of trust or otherwise, certificates of
Certificates deposit, documents, including documents of title, documentary
of Deposit, drafts, accounts, letters of credit, chattel paper, general
Documents, intangibles, including interests in estates and trusts, and
Chattel Paper, other property described as:
and General -------------------------------
Intangibles -----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
---------------------- and all proceeds and products thereof
and all substitutions and replacements therefore.
The Owner also grants the Bank a security interest in all
rights to which an owner of the Collateral is now or may
become entitled by virtue of owning such Collateral
including, without limitation, interest, cash dividends,
stock dividends and stock rights, all of which shall, when
received, and upon request by the Bank, be delivered to the
Bank with written authority to sell, transfer or
rehypothecate the same.
If the Collateral includes all rights, title and interest
in an Estate or Trust, the security interest shall not
apply to any shares of capital stock of Crestar Financial
Corporation or any of its affiliates, or to any units of
participation in the Bank's Common Trust Fund held by the
Estate or Trust, but shall apply to any proceeds from the
sale of such stocks and units or cash dividends thereof.
3. ACCOUNTS. If the Collateral includes Accounts:
a) The Owner warrants that each and every Account, now owned or hereafter
acquired, is a bona fide existing obligation, valid and enforceable
against the account debtor, for goods sold or leased and delivered or
services rendered in the ordinary course of business; it is subject to
no dispute, defense or offset; the Owner has good title in the Account
and has full right and power to grant the Bank a security interest in
the Collateral;
b) The Owner will immediately notify the Bank of any Account to which the
above warranties are or become untrue;
c) The Owner will prepare and deliver to the Bank, at the Bank's request,
a listing and aging of all Accounts and any further schedules or
information that the Bank may require.
d) The Bank shall have the right at any time to notify account debtors of
its security interest in the Accounts and require payments to be made
directly to the Bank. The Owner hereby appoints the Bank and any
officer or employee of the Bank, as the Bank may from time to time
designate, as its attorneys-in-fact for the Owner, to sign and endorse
in the name of the Owner, to give notice in the name of the Owner, and
to perform all other actions necessary or desirable at the reasonable
discretion of the Bank to effect these provisions and carry out the
intent hereof, all at the cost and expense of the Owner. The Owner
hereby ratifies and approves all acts of such attorneys-in-fact and
neither the Bank nor any other such attorneys-in-fact will be liable
for any acts of commission or omission nor for any error of judgment or
mistake of fact or law. This power being coupled with an interest is
irrevocable so long as any Account or General Intangible assigned to
the Bank remains unpaid and the Borrower has any Indebtedness to the
Bank. The costs of such collection and enforcement, including
attorneys' fees and out-of-pocket expenses, shall be borne solely by
the Owner whether the same are incurred by the Bank or the Owner;
e) At the option of the Bank, all payments on the Accounts received by the
Owner shall be remitted to the Bank in their original form on the day
of receipt; all notes, checks, drafts and other instruments so received
shall be duly endorsed to the order of the Bank. At the Bank's
election, the payments shall be deposited into a special deposit
account ("Special Account") maintained with the Bank. The Bank may
designate with each such deposit the particular Account upon which
payment was made. The Special Account shall be held by the Bank as
security for the Indebtedness. Prior to depositing payments on the
Accounts into the Special Account, the Owner agrees that it will not
commingle such payments with any of the Owner's funds or property, but
will hold them separate and apart and in trust for the Bank. The Bank
will have the power to withdraw from the Special Account. The Bank may
at any time and from to time, in its sole discretion, apply any part of
the funds in the Special Account to the Indebtedness whether or not the
same is due. Upon full and final satisfaction of the Indebtedness plus
termination of any commitment to extend additional funds, the Bank will
pay to the Owner any excess funds, whether received by the Bank as a
deposit in the Special Account or as a direct payment on any of the
Indebtedness;
f) If any of the Owner's Accounts arise out of contracts with the United
States or any department, agency, or instrumentality thereof, the
Owner will immediately notify the Bank in writing and execute any
instruments and take any steps required by the Bank in order that all
monies due and to become due under such contracts shall be assigned to
the Bank and in order that proper notice be given under the Federal
Assignment of Claims Act;
g) The Bank shall not be liable and shall suffer no loss on account of
loss or deprivation of any Account due to acts or omissions of the Bank
unless the Bank's conduct is willful and malicious, and the Bank shall
have no duty to take any action to preserve the Collateral or collect
Accounts.
4. INVENTORY. If the Collateral includes Inventory:
a) The Owner agrees to maintain books and records pertaining to the
Inventory in such detail, form and scope as the Bank shall require. The
Owner shall promptly advise the Bank of any substantial changes
relating to the type, quality or quantity of the Inventory or any event
which would have a material effect on the value of the Inventory or on
the security interest granted to the Bank. Upon reasonable notice by
the Bank, the Owner shall assemble and make readily available for
inspection and examination all of the Inventory and all books and
records pertaining to the Inventory at any time;
b) If the Inventory remains in the possession or control of any of the
Owner's agents or processors, the Owner shall notify such agents or
processors of the Bank's security interest, and upon request, instruct
them to hold such Inventory for the Bank's account and subject to the
Bank's instructions;
c) The Owner will prepare and deliver to the Bank, at the Bank's request,
a listing of all Inventory and such information regarding the Inventory
as the Bank may require.
5. SECURITIES, INSTRUMENTS, CERTIFICATES OF DEPOSIT, DOCUMENTS, CHATTEL PAPER
AND GENERAL INTANGIBLES. If the Collateral includes securities, instruments,
certificates of deposit, documents, chattel paper or general intangibles:
a) The Owner represents and warrants, as may be applicable, that
(i) The Owner has good and marketable title to the Collateral. The
Collateral is valid and genuine and represents a bona fide,
binding, legal obligation of the maker, issuer, or grantor, and
all signatures are genuine;
(ii) The Collateral is in full force and effect and is not in default
and no prepayments have been made;
(iii) The Collateral is not represented by a judgment or any other
document not provided to the Bank;
(iv) The Collateral is not subject to any assignment, claim, lien,
right of setoff or security interest of any other party;
(v) Unless otherwise stated, the face amount on the Collateral is
the correct amount actually and unconditionally due or to become
due according to the terms of the Collateral, and such amount is
not disputed or subject to any setoff, credit, deduction, or
counterclaim;
(vi) With respect to the security on the Collateral, the lien or
security interest represented thereby is not subject to prior
claim, lien, or security interest of any other party, unless
otherwise stated herein, or in the document evidencing such
security;
(vii) With respect to the security on the Collateral, it has been
properly perfected by the filing or recording of all necessary
financing statements, deeds of trust or other documents and the
payment of all recording, transfer and other taxes and fees made
in the appropriate public offices.
b) At any time, and from time to time, whether before or after default,
without notice, and at the expense of the Owner, the Bank in its name
or in the name of its nominee or of the Owner, may, but shall not be
obligated to:
(i) Notify the obligors on any Collateral to make payment to the
Bank of any or all dividends, interest, principal payments and
other sums now or hereafter payable upon or on account of the
Collateral, may collect the same by legal proceedings or
otherwise, and may perform any contract or endorse in the name
of the Owner any checks, drafts, notes, instruments or other
documents which constitute the Collateral;
(ii) Enter into any extension, reorganization, deposit, merger or
consolidation agreement or any agreement in any way relating to
or affecting the Collateral and in connection therewith may
deposit or surrender control of the Collateral, accept other
property in exchange for the Collateral and do and perform such
acts and things as it may deem proper, and any money or property
received in exchange for the Collateral may be either applied to
any Indebtedness or may be held by the Bank pursuant to the
provisions of this Security Agreement;
(iii) Make any compromise or settlement it deems desirable or proper
with reference to the Collateral;
(iv) Insure, process and preserve the Collateral;
(v) Cause the Collateral to be transferred to its name or the name
of its nominee;
(vi) Exercise as to the Collateral all the rights, powers and
remedies of an owner.
6. REPRESENTATIONS AND WARRANTIES. The Owner represents and warrants to the
Bank as follows:
a) The Owner is and will continue to be the absolute owner of the
Collateral and that there are no other liens or security interests
affecting the Collateral other than the security interest granted in
this Security Agreement except those previously disclosed to the Bank
in writing by the Owner, if the Owner is acting in the capacity of
trustee, administrator or executor of an estate, such fact shall be
disclosed and evidence of capacity shall be provided to the Bank;
b) The Owner will defend the Collateral against the claims and demands of
all parties. The Owner will not, without prior written consent of the
Bank, grant any security interest in the Collateral and will keep it
free from any lien, encumbrance or security interest;
c) The Owner represents and warrants that the Collateral never has been,
and never will be so long as this Agreement remains a lien on the
Collateral, used for the generation, collection, manufacture, storage,
treatment, disposal, release or threatened release of any hazardous
substance, as those terms are defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), Superfund
Amendments and Reauthorization Act ("▇▇▇▇"), applicable state laws,
or regulations adopted pursuant to either of the foregoing. The Owner
agrees to comply with any federal, state or local law, statute,
ordinance or regulation, court or administrative order or decree or
private agreement regarding materials which requires special handling
in collection, storage, treatment or disposal because of their impact on
the environment ("Environmental Requirements"). The Owner agrees to
indemnify and hold the Bank harmless against any and all claims, losses
and expenses resulting from a breach of this provision of this Agreement
and the Owner will pay or reimburse the Bank for all costs and expenses
for expert opinions or investigations required or requested by the Bank
which, in the Bank's sole discretion, are necessary to ensure compliance
with this provision of this Agreement. This obligation to indemnify shall
survive the payment of this indebtedness and the satisfaction of the
Agreement;
d) The Collateral is and will be used or bought for use primarily for the
following purpose:
// personal, family or household; // farm; /x/ business;
e) The Owner warrants and represents that all Collateral has been produced
in compliance with the Fair Labor Standards Act or other applicable wage
and employee law, rule, regulation or order, and that no existing or
future liability shall occur as a result thereof. The Owner may contest,
in good faith, the applicability of any such law, rule, regulation or order,
including prosecuting any appeals, so long as the Bank's interest in the
Collateral, in the opinion of the Bank, is not jeopardized thereby;
f) The Owner, if an individual, is above the age of majority and has the
legal capacity to enter into this Security Agreement:
g) If an individual, the Owner's home address is _______________________;
h) The Owner, if a corporation, is duly organized and existing under the laws
of Virginia: is duly qualified and in good standing as a foreign
corporation in every jurisdiction where such qualification is necessary;
the execution and performance of this Security Agreement have been duly
authorized by action of its Board of Directors, no action of its
shareholders being necessary; the execution and performance of this
Security Agreement will not violate or contravene any provisions of law or
regulation or its Articles of Incorporation, Shareholder Agreement,
By-Laws or other agreements to which it is a party or by which it is
bound; and that no consent or approval of any governmental agency or
authority is required in making or performing the obligations under this
Security Agreement;
i) The Owner, if a partnership, is duly qualified and in good standing to do
business in every jurisdiction where such qualification is necessary; the
execution and performance of this Security Agreement have been duly
authorized by its partners, no further actions of its partners is
necessary; the execution and performance of this Security Agreement will not
violate or contravene any provisions of law or regulation of its
Partnership Agreement or other agreements to which it is a party or by
which it is bound; and that no consent or approval of any governmental
agency or authority is required in making or performing the obligations
under this Security Agreement;
j) If a corporation, partnership or proprietorship, the location of the
Owner's principal place of business in Virginia (Jurisdiction) is
Virginia Beach (City or County) and it does // does not /x/ have a place
of business in another city or county in that jurisdiction (list other
jurisdiction if applicable);
k) The Collateral will be located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. Beach, Va.
23450;
l) The Owner will maintain the Collateral in the above locations. The
collateral shall not be moved from the above locations without the prior
written consent of the Bank. The Owner must notify the Bank in writing at
least 30 days prior to any change of its name, corporate structure or
identity;
m) The Owner maintains its books of account and records only at ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇. Beach, Va. 23450;
n) All information supplied and statements made to the Bank in any financial
or credit statement or application are true, correct, complete, valid and
genuine in all material respects.
The Owner further represents (check if applicable)
// The Collateral is being acquired with funds simultaneously advanced
to the Borrower by the Bank, and such funds will be used for no other
purpose.
7. COVENANTS.
a) The Owner shall maintain complete and accurate books of account and
records, and its principal books of account and records, including all
records concerning Accounts and contract rights, shall be kept and
maintained at the place(s) specified above. The Owner shall not move such
books of account and records without giving the Bank at least 30 days prior
written notice and executing and delivering to the Bank financing
statements satisfactory to the Bank prior to any such move. All accounting
records and financial reports furnished to the Bank shall be maintained and
prepared in accordance with generally accepted accounting principles
consistently applied. It is specifically agreed that the Bank shall have
and the Owner hereby grants to the Bank a security interest in all books
of account and records of the Owner and shall have access to them at any
time for inspection, verification, examination and audit;
b) The Owner shall furnish to the Bank such financial and business
information and reports in form and content satisfactory to the Bank as and
when the Bank may from time to time require;
c) The Owner, if a corporation, shall maintain its corporate existence in
good standing and shall not consolidate or merge with or acquire the stock
of any other corporation without the prior written consent of the Bank. If
the Owner is a corporation, the Owner shall, at the request of the Bank,
qualify as a foreign corporation and obtain all requisite licenses and
permits in each jurisdiction where the Owner does business. The Owner
shall not discontinue business, liquidate, sell, transfer, assign or
otherwise dispose of any of its assets, except with the prior written
permission of the Bank, provided, however, that it may sell in the
ordinary course of business and for a full consideration in money or
money's worth, any product, merchandise or service produced or marketed
by it. The Bank's security interest shall attach to all proceeds of all
sales or dispositions of the Collateral;
d) The Owner shall maintain all of the Collateral in good condition and
repair. The Bank shall have the right to inspect the Collateral at any
reasonable time and shall have the right to obtain such appraisals,
reappraisals, appraisal updates or environmental inspections as the
Bank, in its sole discretion, may deem necessary from time to time.
e) The Owner shall at all times keep insurable Collateral insured against
any and all risks, including, without limitation, fire, and such other
insurance as may be required by the Bank from time to time; and in such
amounts as may be satisfactory to the Bank. The Bank shall be named as
Loss Payee on any such insurance policies. Insurance may be purchased
from an insurer of the Owner's choice, except as otherwise required by
law. The Owner shall pay and discharge all taxes, assessments and charges
of every kind prior to the date when such taxes, assessments or charges
shall become delinquent and provide proof of such payments to the Bank,
upon request. However, nothing contained in this Security Agreement shall
require the Owner to pay any such taxes, assessments and charges so long
as it shall contest its validity in good faith and shall post any bond or
security required by the Bank against the payment. Upon the failure of the
Owner to pay such required amounts, the Bank, at its option, and at the
Owner's expense, may obtain such insurance or pay such taxes, assessments
or charges with the costs or premiums becoming part of the indebtedness at
the option of the Bank, such amounts may be payable on demand. Any
insurance obtained by the Bank, at its option, may be single or dual
interest, protecting its rights, rights of the Owner or joint rights. Any
insurance obtained by the Bank may provide, at its option, that such
insurance will pay the lesser of the unpaid balance of the indebtedness
or the repair or replacement value of the Collateral. The Owner authorizes
the Bank to give effect to any of these options without prior notice to
Owner or further consent from Owner. No matter which insurance coverage
or repayment options the Bank chooses, the collateral will secure payment
of these amounts. The Bank may use the proceeds of any insurance obtained
by Owner or by the Bank to repair or replace the collateral or, if the
Bank elects to do so, to repay part or all of the indebtedness, and the
Borrowers will still be responsible to repay any remaining unpaid balance
of the indebtedness. Owner assigns to the Bank all amounts payable
under the insurance, including unearned premiums, directing the insurer to
make payment to the Bank, and Owner appoints us attorney-in-fact to
endorse any draft.
f) The Owner will not pledge or grant any security interest in any of the
Collateral to anyone except the Bank, or permit any lien or encumbrance to
attach to any of the Collateral, or any levy to be made on the Collateral,
or any financing statement (except financing statements in favor of the
Bank) to be on file against the Collateral.
g) The Owner agrees that it will not permit any return of merchandise, the
sale of which gave rise to any of the Accounts, except in the usual and
regular course of business.
8. DEFAULT. In addition to any right which the Bank may have to demand
payment of the Indebtedness under any other agreement, upon the occurrence of
any of the following events of default, the Bank, at its option, may declare
any or all of the Indebtedness immediately due and payable and may exercise
any and all of the rights and remedies of default of a secured party under
the Uniform Commercial Code and other applicable law and all rights provided
herein, all of which rights and remedies shall, to the full extent permitted
by law, be cumulative;
a) If the Borrower fails to pay when due any indebtedness or shall otherwise
be in default under any agreement of the Borrower with the Bank or with
Crestar Financial Corporation, or any subsidiary or affiliate of Crestar
Financial Corporation, or any subsidiary or affiliate of such subsidiary or
affiliate (whether now existing or hereafter organized or acquired); or
b) The failure of the Owner to observe or perform any of the terms or
provisions of this Security Agreement, or any such default by the Borrower,
any endorser, or any guarantor of any indebtedness of the Borrower to the
Bank (a Party); or
c) The breach of any of the Owner's representations or warranties in this
Security Agreement or any other agreement with the Bank; or
d) The death, dissolution, merger, consolidation or termination of existence
of the Owner or any Party; or
e) The insolvency or inability to pay debts as they mature of the Owner or
any Party, or the application for the appointment of a receiver for any
of them, or the filing of a petition under any provision of the
Bankruptcy Code or other insolvency law, statute or proceeding by or
against any of them, or any assignment for the benefit of creditors by
or against any of them; or
f) The entry of a judgment against the Owner or any Party or the issuance
or service of any attachment, levy or garnishment against the Owner or
any Party or the property of any of them or the repossession or seizure
of property of the Owner or any Party;
g) Any deterioration or impairment of the Collateral or any part of the
Collateral or any decline or depreciation in the value or market value
of the Collateral (whether actual or reasonably anticipated), which
causes the Collateral, in the judgment of the Bank, to become
unsatisfactory as to character or value; or
h) A determination by the Bank that a material adverse change in the
financial condition of the Owner or any Party has occurred since the
date of this Security Agreement; or
i) The Owner or any Party commits fraud or makes a material
misrepresentation at any time in connection with this Security
Agreement.
The Bank may require the Owner to assemble the Collateral and make it
available to the Bank at a place to be designated by the Bank which is
reasonably convenient to the Bank and the Owner. The Bank may take possession
of the Collateral without a court order. The Owner shall pay to the Bank on
demand all legal expenses and reasonable attorneys' fees (not to exceed 15%
of Indebtedness then owed if the Bank is Crestar Bank, N.A. or Crestar Bank MD
or 25% of Indebtedness then owned if the Bank is Crestar Bank) if the Bank
refers this Security Agreement to an attorney who is not a salaried employee
of the Bank, appraisal fees and all expenses incurred or paid by the Bank, in
protecting and enforcing the rights of the Bank under this Security
Agreement, including the Bank's right to take possession of the Collateral
and its proceeds, and to hold, prepare for sale, sell and dispose of the
Collateral. Any required notice by the Bank of sale or other disposition on
default, when placed in the mail and addressed to or left upon the premises
of the Owner, at the address specified next to the Owner's signature below or
such other address of the Owner as may from time to time be shown on the
Bank's records, at least ten days prior to such action shall constitute
reasonable notice to the Owner.
9. TERM. This Security Agreement shall be a continuing agreement and shall
remain in full force and effect irrespective of any interruptions in the
business relations of the Borrower with the Bank and shall apply to any
ultimate balance which shall remain due by the Borrower to the Bank;
provided, however, that the Owner may by written notice terminate this
Security Agreement with respect to all Indebtedness of the Borrower incurred
or contracted by the Borrower or acquired by the Bank after the date on which
such notice is personally delivered to or mailed via registered mail and
accepted by the Borrower's lending officer.
10. EXECUTION BY MORE THAN ONE PARTY. The term "Owner" as used in this
Security Agreement shall, if this instrument is signed by more than one
Party, mean the "Owner and each of them" and each shall be jointly and
severally obligated and liable. If any Party shall be a partnership, the
agreements and obligations on the part of the Owner shall remain in force and
applicable regardless of any changes in the individuals composing the
partnership and the term "Owner" shall include any altered or successive
partnerships and the predecessor partnerships and their partners shall not be
released from any obligation or liability.
11. WAIVERS BY THE OWNER. The Owner hereby waives (1) notice of acceptance
of this Security Agreement and of any extensions or renewals of credit by the
Bank to the Borrower; (2) presentment and demand for payment of the
Indebtedness; (3) protest and notice of dishonor or default to the Owner or
to any other party with respect to the Indebtedness; (4) all other notices to
which the Owner might otherwise be entitled; and (5) if for business
purposes, the benefit of the Homestead Exemption. The Owner further waives
any right to require that any action be brought against the Borrower or any
other party, to require that resort be had to any security or to any balance
of any deposit account or credit on the books of the Bank in favor of the
Borrower or any other party. The Owner further agrees that it shall not be
subrogated and will not enforce on its part or behalf any right of action
which the Bank may have against the Borrower until every Indebtedness secured
under this Security Agreement is paid in full.
12. NO OBLIGATIONS TO EXTEND CREDIT. This contract shall not be construed
to impose any obligation on the Bank to extend or continue to extend any
credit at any time.
13. INDEMNITY. The Owner agrees to indemnify and hold harmless the Bank and
its subsidiaries, affiliates, successors, parents, and assigns and their
respective agents, directors, employees, and officers from and against any
and all complaints, claims, defenses, demands, actions, bills, causes of
action (including, without limitation, costs and attorneys' fees), and losses
of every nature and kind whatsoever, which may be raised or sustained by any
directors, officers, employees, shareholders, creditors, regulators,
successors in interest, or receivers of the Borrower or any third party as a
result of or arising out of, directly or indirectly, the Bank extending
credit as evidenced by the Indebtedness to the Borrower, and taking the
Collateral as security for the Indebtedness, and the Owner further agrees to
be liable for any and all judgments which may be recovered in any such
action, claim, proceeding, suit, or bill, including any compromise or
settlement thereof, and defray any and all expenses, including, without
limitation, costs and attorneys' fees, that may be incurred in or by reason
of such actions, claims, proceedings, suits, or bills.
14. FINANCING STATEMENTS. The Owner will deliver such instruments of
further assignment or assurance as the Bank may from time to time request to
carry out the intent of this Security Agreement, and will join with the Bank
in executing financing statements and other documents in form satisfactory to
the Bank and pay the cost of filing the same, including all recordation,
transfer and other taxes and fees, continuation statements and any other
documents in any public office deemed advisable by the Bank. The Owner agrees
that a carbon, photographic or other reproduction of a financing statement or
this Security Agreement shall be sufficient as a financing statement.
15. SUCCESSOR IN INTEREST. This Security Agreement shall be binding upon
the Owner, its successors and assigns, and the benefits hereof shall inure to
the Bank, its successors and assigns.
16. WAIVER BY THE BANK. The Bank may waive any default or remedy any
default without waiving the default remedied or any other period or
subsequent default. The Bank's failure to exercise any right or take any
action under this Security Agreement shall not constitute a waiver of that or
any other right or action.
17. WAIVER OF JURY TRIAL. To the extent legally permissible, the Owner
waives all right to trial by jury in any litigation relating to transactions
under this Security Agreement, whether sounding in contract, tort or
otherwise.
18. GOVERNING LAW. The laws of the jurisdiction in which the Bank is
located shall govern the construction of this Security Agreement and the
rights and duties of the Owner and Parties.
The undersigned have executed or caused this Security Agreement to be
executed, under seal, as of this 1st day of May, 1993.
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Street and Number Owner
Virginia Beach, Virginia 23450 By /s/ ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇
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City State ZIP (Name and Title) (SEAL)
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Street and Number Owner
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City State ZIP (Name and Title)
