EXHIBIT 10.24
GENERAL SECURITY AGREEMENT
In consideration of one or more loans, letters of credit or other financial
accommodations made, issued or extended by XXXXXX RIVER BANK & TRUST COMPANY., a
New York banking corporation with its principal executive office located in
Syracuse, New York and an office for the transaction of business at Xxx Xxxxxx
Xxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (the "Lender") to, for, or in reliance on
the guaranty of the undersigned (collectively, the "Borrower"), the undersigned
hereby agrees that the Lender shall have the rights, remedies and benefits
hereinafter set forth.
The term "Liabilities" shall mean and include any and all indebtedness,
obligations and liabilities of any kind of the undersigned to the Lender or to
others to the extent of their participations granted or interest therein created
or acquired by them or for them by the Lender, now or hereafter existing,
arising directly between the undersigned and the Lender or acquired outright
conditionally or as collateral security from another by the Lender, absolute
contingent, joint and/or several, secured or unsecured, due or not due, whether
arising by contract or tort, liquidated or unliquidated, arising by operation of
law or otherwise, direct or indirect, including but not limiting the generality
of the foregoing indebtedness, obligations or liabilities to the Lender of the
undersigned as a member of any partnership, joint venture, syndicate,
association or other group, and whether incurred by the undersigned as
principal, surety, indorser, guarantor, accommodation party or otherwise.
The terms "Collateral" or "Security" shall mean and include all of the
Borrower's present and future personal property of every kind, nature and
description, wherever located, and to the full extent of Borrower's interest
therein, including, but not limited to:
(1) All present and future accounts, contracts and contract rights,
promissory notes, acceptances, drafts, letters of credit, chattel paper, general
intangibles, and security for the payment of the foregoing, guaranties, all
rights of borrower in the Collateral and underlying goods and proceeds thereof;
(2) All present and after-acquired goods in the nature of inventory in
all of its forms, wherever, located, additions and accretions thereto, trust
receipts and documents covering the same, products and proceeds thereof; and
(3) All present and after-acquired goods in the nature of machinery and
equipment in all of its forms, wherever located, including any substitutions,
additions, and replacements thereof.
At any time and from time to time, upon the request of the Lender, the
undersigned will (1) deliver and pledge to the Lender, indorsed and/or
accompanied by such evidence of assignment and transfer, in such forms and
substance, as the Lender may request, any and all instruments, documents and/or
chattel paper and/or general intangibles as the Lender may specify in the
request, and which relates to any security interest granted pursuant hereto; (2)
give, execute, deliver, file and/or record any notice, statement, instrument,
document, agreement or other papers that may be necessary or desirable, or that
the Lender may request, in order to create, preserve, perfect or validate any
security interest granted pursuant hereto or to enable the Lender to exercise
and enforce its rights hereunder or with respect to such security interest; (3)
keep and stamp or otherwise xxxx any and documents and chattel paper and its
individual books and records relating to inventory, accounts and contract rights
in such manner as the Lender may require; and (4) permit representatives of the
Lender at any time to inspect its inventory and to inspect and make abstracts
from the undersigned's books and records pertaining to inventory, accounts,
contract rights, chattel paper, instruments and documents.
The right is expressly granted to the Lender, at its discretion, to file in
those jurisdictions where the same is permitted one or more financing statements
under the Uniform Commercial Code signed only by the Lender, naming the
undersigned as debtor and the Lender as secured party, and indicating therein
the types or describing the items of Security herein specified. Without the
prior written consent of the Lender, the undersigned will not file or authorize
or permit to be filed in any jurisdiction any such financing or like statement
in which the Lender is not named as sole secured party. With respect to the
Security, or any part thereof, which at any time shall come into the possession
or custody or under the control of the Lender or any of its agent, associates,
or correspondents, for any purpose, the right is expressly granted to the
Lender, at its discretion, to transfer to or register in the name of itself or
its nominee any of the Security, and whether or not so transferred or
registered, to receive the income and dividends thereon, including stock
dividends and rights to subscribe, and to hold the same as a part of the
Security and/or apply the same as hereinafter provided; to change any of the
Security for other property upon the reorganization, recapitalization or other
readjustment, and in connection therewith, to deposit any of the Security with
any committee or depository upon such terms as it may determine; to vote the
Security so transferred or registered and to exercise or cause its nominee to
exercise all or any powers all with respect thereto with the same force and
effect as an absolute owner thereof, without notice and without liability except
to account for property actually received by it.
The Lender shall have a security interest in and be deemed to have possession of
any of the Collateral or Security in transit or set apart for it or for any of
its agents, associates or correspondents.
The Lender at its discretion may, whether any of the Liabilities be due, in its
name or in the name of the undersigned or otherwise, demand, xxx for, collect or
receive any money or property at any time payable or receivable on account of or
in exchange for, or make any compromise or settlement deemed desirable with
respect to, any of the Security, but shall be under no obligation to do so, or
the Lender may extend the time of payment, arrange for payment in installments,
or otherwise modify the terms of, or release any of the Security, without
thereby incurring responsibility to, or discharging or otherwise affecting any
liability of, the undersigned. The Lender shall not be required to take any
steps necessary to preserve any rights against prior parties or in and to any of
the Security. Upon default hereunder, or in connection with any of the
Liabilities the undersigned shall, at the request of the Lender, assemble and
make the Security available at such place or places as the Lender designates.
The Lender shall have the rights and remedies with respect to the Security of a
secured party under the Uniform Commercial Code (whether or not the Code is in
effect in the jurisdiction where the rights and remedies are asserted). In
addition, with respect to the Security, or any part thereof, the Lender may in
the event of default sell or cause the Security to be sold in the City of
Albany, New York, or elsewhere, in one or more sales or parcels, at such price
as the Lender may deem best, and for cash or on credit or for future delivery,
without assumption of any credit risk, all or any of the Security, at any
broker's board or at public or private sale, without demand or performance or
notice of intention to sell or of time or place of sale (except such notice as
is required by applicable statute and cannot be waived) and the Lender or anyone
else may be the purchaser of any or all of the Security so sold and thereafter
hold the same absolutely, free from any claim or right of whatsoever kind,
including any equity of redemption, of the undersigned, any such demand, notice
or right and equity being hereby expressly waived and released. The undersigned
will pay to the Lender all expenses incidental to the enforcement of any of the
provisions hereof, including but not limited to attorney's fees, of any actual
or attempted sale, repossession, enforcement, collection, compromise or
settlement of any of the Security or receipt of the proceeds thereof, and for
the care of the Security and defending or asserting the rights and claims of the
Lender in respect thereof, by litigation or otherwise, including expenses of
insurance; and all such expenses shall be Liabilities within the terms of this
agreement.
If at any time the Lender determines that it is inadequately secured, the
undersigned, upon the request of the Lender, will furnish such further Security
or make such payment on account of the Liabilities as will be satisfactory to
the Lender, and if the undersigned fails forthwith to furnish such Security or
to make such payment, or if any sum payable upon any of the Liabilities be not
paid when due, or if the undersigned shall default in the performance of its
agreements herein or in any instrument or document delivered pursuant hereto, or
if the undersigned or any maker, drawer, acceptor, indorser, guarantor, surety,
accommodation party or other person liable upon or for any of the Liabilities or
Security shall die or be dissolved, become insolvent (however such insolvency
may be evidenced), or make general assignment for the benefit of creditors, or
if the undersigned shall suspend the transaction of his, its or their usual
business, or be expelled from or suspended by any stock or securities exchange
or other exchange, or any judgment is docketed or lien filed against the
undersigned maker, drawer, acceptor, indorser, guarantor, surety, accommodation
party or other person or if a petition in bankruptcy or for any relief under any
law relating to the relief of debtors, readjustment of indebtedness,
reorganization, composition or extension shall be filed, or any proceeding shall
be instituted under any such law by or against the undersigned or any such
copartnership, maker, drawer, acceptor, indorser, guarantor, surety,
accommodation party or other party, or if any governmental authority or any
court at the instance thereof shall take possession of any substantial part of
the property, or, assume control over the affairs or operations of, or a
receiver, trustee or conservator shall be appointed of any substantial part of
the property of, or a writ or order of attachment or garnishment shall be issued
or made against any of the property of, the undersigned or of any such
copartnership, asker, drawer, acceptor, indorser, guarantor, surety,
accommodation party or other person, or if any Liabilities of the undersigned or
of any such copartnership, maker, drawer, acceptor, indorser, guarantor, surety,
accommodation party or other person shall become due and payable, or if the
undersigned shall be dissolved or be a party to any merger or consolidation
without the written consent of the Lender, the Liabilities shall, at the option
of the Lender, become due and payable forthwith.
The Lender may assign or transfer the whole or part of any of the Liabilities so
transferred and the Security transferred therewith as are hereby given to the
Lender, and upon such transfer, the Lender shall be fully discharged from all
claims with respect to any Security so transferred, but shall retain all rights
and powers hereby given with respect to any Security not so transferred.
No delay on the part of the Lender in exercising any power or right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any power or right hereunder preclude other or further exercise thereof or the
exercise of any other power or right. No waiver shall be enforceable against the
Lender unless in writing, signed by an officer of the Lender, and shall be
limited solely to the one event. The rights, remedies and benefits herein
expressly specified are cumulative and not exclusive of any rights, remedies or
benefits which the Lender may otherwise have. The undersigned hereby waives
presentment, notice of dishonor and protest of all instruments included in or
evidencing the Liabilities or the Security and any and all other notices and
demands whatsoever, whether or not relating to such instruments.
No provision hereof shall be modified or limited except by a written instrument
signed by an officer of the Lender, expressly referring hereto and to the
provision so modified or limited. The undersigned, if more than one, shall be
jointly and severally liable hereunder and all provisions hereof regarding the
Liabilities or Security of the undersigned shall apply to any Liability or any
Security of any or all of them. This agreement shall be binding upon the heirs,
executors, administrators, assigns or successors of the undersigned, and shall
inure to the benefit of and be enforceable by the Lender, its successors,
transferees and assigns; shall constitute a continuing agreement, applying to
all future as well as existing transactions; and if all transactions between the
Lender and the undersigned shall be at any time terminated, shall be equally
applicable to any new transactions thereafter; shall so continue in force
notwithstanding any change in any partnership party hereto, whether such change
occurs through death, retirement or otherwise. Unless the context otherwise
requires all terms used herein which are defined in the Uniform Commercial Code
shall have the meaning therein stated.
If this agreement shall be terminated or revoked by operation of law, the
undersigned will indemnify and save the Lender harmless from any loss which may
be suffered or incurred by the Lender in acting hereunder prior to the receipt
by the Lender, its successors, transferees or assigns of notice of such
termination or revocation. In the event that any part of this agreement is
determined by any court of competent jurisdiction to be unenforceable, the
balance of this agreement shall remain in full force and effect unless the
Lender gives the undersigned written notice by registered mail, return receipt
requested, of its intention to terminate this agreement, in which event all of
the obligations of the undersigned to the Lender shall immediately become due
and payable. If any part of this agreement shall be determined by any court of
competent jurisdiction to be unenforceable against any of the undersigned, the
same shall nevertheless be and remain enforceable against the remaining parties.
The undersigned warrants and represents that all Security in which a security
interest is or will be granted to the Lender is and will at all times be valid
and subsisting, free and clear of all liens and encumbrances, except the one
created hereunder; is and will be without defenses, offsets and counterclaims,
and if the Security consists of accounts or the proceeds of the sale of goods,
payment therefor will be made by the account debtor in accordance with the tenor
of invoices rendered to the account debtor; that the undersigned will defend the
title and security interest at their own cost and expense; will furnish the
Lender with such financial statements as the Lender may reasonably request; will
keep the collateral in good condition and repair; will keep the collateral fully
insured against all risk and procure an extended coverage rider and a rider
providing that in the event of a loss, the proceeds then shall be payable to the
Lender, and said insurance policy or policies shall not be cancelable unless on
ten (10) days written notice to the Lender; that upon the receipt of any checks
or other payments in which the Lender has a security interest, the same will be
held as trustee by the undersigned until the same are delivered to the Lender;
that all representations are continuing in nature; that the undersigned is
authorized to execute this agreement; that if undersigned is a corporation, it
is in good standing in the state of its incorporation, is authorized and
licenses to do business in every state where it does business, that the
execution of this agreement does not violate its certificate of incorporation,
its by-laws or any other agreement.
Upon the occurrence of a default hereunder, the Lender shall have the right to
the appointment of a receiver without notice to the undersigned.
The security interest created herein shall attach without the execution or
delivery to the Lender of any instruments, documents, trust receipts,
assignments or other agreements of transfer, and in the event that any such
paper, instruments, documents or other agreements of transfer are or will be
delivered to the Lender, the same are and will be in furtherance and in addition
to the security interest created by virtue of this agreement.
This agreement has been executed in the State of New York and shall be
interpreted, and the rights and liabilities of the parties hereto determined, in
accordance with the laws of State of New York. As part of the consideration for
the Lender making any loans hereunder, the undersigned hereby agrees that all
actions or proceedings arising directly or indirectly from or touching upon this
agreement shall be litigated only in courts having a situs within of the State
of New York, and the undersigned hereby consents to the jurisdiction of any
local, state or federal court located within the State of New York.
The undersigned represents and warrants that the chief executive office and
other places of business of the undersigned, the Collateral and the books and
records relating to the Collateral are, and have been during the four month
period prior to the date hereof, located at the following address: 000 Xxxxxx
Xxxx, Xxxx, Xxx Xxxx 00000.
This agreement shall be a continuing agreement and shall apply to all future as
well as existing transactions.
Dated: April ___, 1999
Albany, New York
IFS INTERNATIONAL, INC.
By:______________________________
Name:____________________________
Title:_____________________________
STATE OF NEW YORK )
) SS.:
COUNTY OF )
On this __ day of April, 1999, before me personally came
__________________, to me known, who being by me duly sworn, did depose and say
that he resides at __________________________, New York, that he is the
_________________ of IFS INTERNATIONAL, INC., the corporation described in and
which executed the foregoing instrument, and he acknowledged that he signed his
name thereto by order of the Board of Directors of said corporation.
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Notary Public
