CONTINUING SECURITY AGREEMENT
NAME OF DEBTOR: Interface Systems, Inc. (the "Debtor") TAXPAYER I.D. NO.:
38-1857378
DEBTOR'S ADDRESS (Chief executive office): 5855 Interface Drive, Ann Arbor,
MI 48103
GRANT OF SECURITY INTEREST: The Debtor grants to NBD Bank, the secured
party referred to as "Bank", whose address is 611 Woodward Avenue, Detroit,
Michigan 48226, a continuing security interest in the Collateral listed
below, to secure the payment and performance of:
All of Debtor's debt to the Bank; and
(check if applicable)
[ ] All of --------------'s(Name of Borrower if other than
Debtor) debt to the Bank.
Debt shall include each and every debt, liability and obligation of every
type and description now owed or arising at a later time, whether they are
direct or indirect, joint, several, or joint and several and whether or not
of the same type or class as presently outstanding, which shall collectively
be referred to as "Liabilities." Liabilities shall also include all
interest, costs, expenses and reasonable attorney's fees accruing to or
incurred by the Bank in collecting the Liabilities or in the protection,
maintenance or liquidation of the Collateral.
COLLATERAL:
[X] Accounts Receivable [X] Equipment
[ ] Farm Products
[X] Inventory [X] Instruments
[ ] Specific (see Item 6)
NOTE: If no box is checked, it is expressly agreed by Debtor that the Bank
is granted a security interest in "All Assets." "All Assets" of Debtor
shall include Accounts Receivable, Inventory, Equipment, Instruments and
Farm Products, all as defined below.
DESCRIPTION OF COLLATERAL: The Collateral covered by this agreement is all
of the Debtor's property indicated above and defined below, present and
future, including but not limited to any items listed on any schedule or
list attached. Also included are all proceeds, including but not limited to
stock rights, subscription rights, dividends, stock dividends, stock splits,
or liquidating dividends, and all cash, accounts, chattel paper and general
intangibles arising from the sale, rent, lease, casualty loss or other
disposition of the Collateral, and any Collateral returned to, repossessed
by or stopped in transit by the Debtor.
Also included are the Debtor's books and records which relates to the
Collateral. Where the Collateral is in the possession of the Bank, the
Debtor agrees to deliver to the Bank any property which represents an
increase in the Collateral or profits or proceeds of the Collateral.
1. "Accounts Receivable" shall consist of accounts,
chattel paper and general intangibles as those terms are defined in the
Michigan Uniform Commercial Code ("UCC"). Also included is any right to a
refund of taxes paid at any time to any governmental entity. Also included
are letters of credit, and drafts under them, given in support of Accounts
Receivable. Debtor warrants that its chief executive office is at the
address shown above.
2. "Inventory" shall consist of all property held at
any location by or for Debtor for sale, rent, or lease, or furnished or to
be furnished by the Debtor under any contract of service, or raw materials
or work in process and their products, or materials used or consumed in its
business, and shall include containers and shelving useful for storing.
Without limiting the security interest granted, Inventory is presently
located at 5855 Interface Drive, Ann Arbor, MI and 300 Jackson Plaza, Ann
Arbor, MI
.
3. "Equipment" shall consist of any goods at any time
acquired, owned or held by Debtor at any location primarily for use in its
business, including, but not limited to, machinery, fixtures, furniture,
furnishings and vehicles, and any accessions, parts, attachments,
accessories, tools, dies, additions, substitutions, replacements and
appurtenances to them or intended for use with them. Without limiting the
security interest granted, Equipment is presently located at 5855 Interface
Drive, Ann Arbor, MI.
4. "Instruments" shall consist of Debtor's interest
of any kind in any negotiable instrument or security as those terms are
defined in the UCC, or any other writing which evidences a right to payment
of money and is of a type which is, in the ordinary course of business,
transferred by delivery alone or by delivery with any necessary endorsement
or assignment.
5. "Farm Products" shall consist of all poultry and
livestock and their young, along with their products and produce; all crops,
annual or perennial, and all products of the crops; and all feed, seed,
fertilizer, medicines, and other supplies used or produced in farming
operations. The Debtor will provide the Bank with a written list of the
buyers, commission merchants or selling agents to or through whom it may
sell the Farm Products, in form acceptable to the Bank. The Debtor will
keep this list current by notice to the Bank at least seven (7) days prior
to any sale. In this paragraph the terms farm products, buyers, commission
merchants and selling agents have the meanings given to them in the Federal
Food Security Act of 1985, and Section 9307 of the UCC.
6. "Specific" shall consist of the following, and all
accessions, parts, attachments, accessories, additions, substitutions,
replacements, appurtenances and their related rights: ---------------------
- ----------------------------------------------------------------------------
- --------------presently located at: ----------------------------------------
- --------------
ADDITIONAL TERMS AND CONDITIONS: The Debtor agrees to all of the Terms and
Conditions on the reverse.
WAIVER OF JURY TRIAL: The Bank and the Debtor after consulting or having
had the opportunity to consult with counsel, knowingly, voluntarily and
intentionally waive any right either of them may have to a trial by jury in
any litigation based upon or arising out of this agreement or any related
instrument or agreement, or any of the transactions contemplated by this
agreement, or any course of conduct, dealing, statements (whether oral or
written), or actions of either of them. Neither the Bank nor the Debtor
shall seek to consolidate, by counterclaim or otherwise, any 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 Bank or the
Debtor except by a written instrument executed by both of them.
DEBTOR:
Dated: February 19, 1997 Interface Systems, Inc.
By:-------------------------
Its:-------------------------