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EXHIBIT 10.50
SECURITY AGREEMENT
(LEWISBURG)
THIS AGREEMENT entered into as of the 31st day of December, 1997, by
and between BLACK BOX OF LEWISBURG, INC., a Delaware corporation (hereinafter
referred to as the "Debtor"), and MEDITRUST ACQUISITION CORPORATION II, a
Delaware corporation with its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter, the "Secured Party").
W I T N E S S E T H
WHEREAS, the Secured Party has agreed to lease to the Debtor certain
real property located in East Buffalo Township, Union County, Pennsylvania and
all of the improvements now or hereafter located thereon, including, without
limitation, the personal care home to be known as "Balanced Care at Lewisburg",
pursuant to a Facility Lease Agreement of even date herewith by and between the
Secured Party and the Debtor (the "Lease"); and
WHEREAS, as a condition to the Secured Party entering into the Lease
and entering into or accepting the other Lease Documents (as defined in the
Lease), the Secured Party has required the execution and delivery of this
Agreement as additional security for the complete payment and performance of the
Obligations (as defined in the Lease);
NOW, THEREFORE, in consideration of the Secured Party agreeing to
purchase the Leased Property (as defined in the Lease) and to consummate the
transactions described in the Lease and the other Lease Documents, and in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Secured Party and the Debtor hereby agree as follows:
ARTICLE 1. GRANT OF SECURITY INTEREST
1.1 To secure the prompt, punctual and faithful performance of all and
each of the present and future Obligations, the Debtor hereby grants to the
Secured Party a continuing first priority security interest in and to, and
assigns to the Secured Party, all of the Debtor's right, title and interest in
the following properties, assets and rights, all wherever located and whether
now existing or hereafter acquired or arising (all of which, together with any
other property in which the Secured Party may in the future be granted a
security interest pursuant hereto, is referred to hereinafter as the
"Collateral"): (a) all Accounts and all Receivables; (b) all Inventory; (c) all
General Intangibles; (d) all Equipment; (e) all Fixtures; (f) all Goods; (g) all
Tangible Personal Property (as defined in the Lease); (h) all Chattel Paper; (i)
all books, records, ledgers, print-outs, papers, data, file materials and
information relating to the Leased Property, the Collateral, any account debtors
in respect thereof and/or to the operation of the Debtor's business, and all
rights of access to such books, records, ledgers, print-outs, papers, file
materials and information, and all property in which such books, records,
ledgers, print-outs, data, file materials and information are stored, recorded,
and maintained; (j) all Instruments, Documents of Title, Documents, policies and
certificates of insurance, Securities,
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deposits, deposit accounts, money, cash or other property; (k) all federal,
state, and local tax refunds and/or abatements to which the Debtor is, or
becomes entitled, no matter how or when arising, including, but not limited to
any loss carryback tax refunds; (l) all trade secrets, computer programs,
customer lists, patient lists, manuals, assignments of patents and patents
pending, developmental ideas and concepts, and all papers, drawings, blueprints,
sketches and documents relating to all of the foregoing and/or relating to the
operation of the Debtor's business and/or the Collateral; and (m) all insurance
proceeds, refunds and premium rebates, whether any of such proceeds, refunds and
premium rebates arise out of any of the foregoing or otherwise; together with
(i) all security pledged, assigned, hypothecated or granted to or held by the
Debtor to secure any of the foregoing, (ii) all proceeds of the foregoing, (iii)
General Intangibles arising out of the Debtor's rights in any Goods, the sale of
which gave rise thereto, (iv) any property received in payment, settlement or
compromise of any Account or Receivable, (v) all guarantees, endorsements and
indemnifications on, or of, any of the foregoing, (vi) all rights, remedies and
privileges pertaining to any of the foregoing, (vii) all powers of attorney for
the execution of any evidence of indebtedness or security or other writing in
connection therewith, (viii) all evidences of the filing of financing statements
and other statements and the registration of other instruments in connection
therewith and amendments thereto and (ix) all of the Debtor's rights to use, in
perpetuity, in connection with the operation of the Leased Property, the name
"Balanced Care at Lewisburg" and any other names similar thereto and the good
will of the Debtor with respect thereto.
1.2 The Debtor shall execute, upon request of the Secured Party, all such
instruments as may be required by the Secured Party with respect to the
perfection of the security interests granted herein. A carbon, photographic, or
other reproduction of this Agreement or of any financing statement or other
instrument executed pursuant to this Section 1.2 shall be sufficient for filing
to perfect the security interests granted herein, to the extent permitted under
applicable law.
ARTICLE 2. CERTAIN DEFINITIONS
All capitalized terms not defined herein shall have the same meanings
ascribed to such terms under the Lease.
As herein used, the following terms have the following meanings:
2.1 The term "Accounts" shall have the same meaning ascribed to such term
under the UCC and shall include, without limitation, all payments to be made
under (and the rights to receive payments under) Patient Admission Agreements
and Residence Agreements.
2.2 The term "Chattel Paper" shall have the same meaning ascribed to such
term under the UCC.
2.3 The term "Collateral" shall have the same meaning ascribed to such
term in
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Section 1.1.
2.4 The term "Debtor" shall have the same meaning ascribed to such term in
the preamble of this Agreement.
2.5 The term "Documents" shall have the same meaning ascribed to such term
under the UCC.
2.6 The term "Documents of Title" shall have the same meaning ascribed to
such term under the UCC.
2.7 The term "Equipment" shall have the same meaning ascribed to such term
under the UCC.
2.8 The term "Event of Default" shall have the same meaning ascribed to
such term in Article 5 of this Agreement.
2.9 The term "Fixtures" shall have the same meaning ascribed to such term
under the UCC.
2.10 The term "General Intangibles" shall have the same meaning ascribed
to such term under the UCC.
2.11 The term "Goods" shall have the same meaning ascribed to such term
under the UCC.
2.12 The term "Instruments" shall have the same meaning ascribed to such
term under the UCC.
2.13 The term "Inventory" shall have the same meaning ascribed to such term
under the UCC.
2.14 The term "Lease" shall have the same meaning ascribed to such term in
the preamble of this Agreement.
2.15 The term "Liable Person" shall have the same meaning ascribed to such
term in Section 7.3.
2.16 The term "Proceeds" shall have the meaning ascribed to such term under
the UCC.
2.17 The term "Receivables" shall mean collectively, all (I) Instruments,
Documents, Accounts, Proceeds, General Intangibles and Chattel Paper and (II)
rights to payment for goods sold or leased or services rendered by Debtor or any
other party, whether now in
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existence or arising from time to time hereafter and whether or not yet earned
by performance, including, without limitation, obligations evidenced by an
account, note, contract, security agreement, chattel paper, or other evidence of
indebtedness.
2.18 The term "Receivables Collateral" refers to the Debtor's Accounts,
Receivables, Chattel Paper, Instruments, Documents of Title, Documents,
Securities, Letters of Credit, the Secured Party's Acceptance, and any other
rights to payment now held or in which the Debtor has an interest, or hereafter
acquired, or in which the Debtor obtains an interest.
2.19 The term "Secured Party" shall have the meaning ascribed to such term
in the preamble of this Agreement.
2.20 The term "Secured Party's Rights and Remedies" shall have the meaning
ascribed to such term in Section 6.4.
2.21 The term "Securities" shall have the same meaning ascribed to such
term under the UCC.
2.22 The term "UCC" shall mean the Uniform Commercial Code as adopted in
the Commonwealth of Massachusetts.
ARTICLE 3. REPRESENTATIONS, WARRANTIES AND COVENANTS
3.1 Subject to Section 6.1.2 of the Lease, the Debtor is, and shall
hereafter remain, the owner of the Collateral free and clear of all Liens and
charges with the exceptions of (a) the security interests created herein and (b)
the security interests and other encumbrances, if any, listed in SCHEDULE 3.1
attached hereto and incorporated herein by reference as a material part hereof.
3.2 The Collateral is and shall be kept and maintained solely at the
following locations (hereinafter collectively referred to as the "Premises"):
the Leased Property and/or the Debtor's Principal Place of Business.
3.3 The Debtor, from time to time, upon reasonable notice and during
normal business hours (except in the case of an emergency), shall accord the
Secured Party and the Secured Party's representatives with such access, to all
properties owned by or over which the Debtor has control, as the Secured Party
and its representatives may reasonably require and in connection with such
access, the Debtor shall permit the Secured Party and such representatives, to
examine, inspect, copy, access and make extracts from any and all of the
Collateral, including, but not limited to, any and all of the Debtor's books,
records, electronically stored data, recorded data (regardless of the medium of
recording), papers, file materials and information (including, without
limitation, all records relating to Accounts and Receivables, the Debtor's
efforts to collect the Accounts and Receivables and any dispute
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relating to any Accounts and Receivables), and to verify the Collateral or any
portion thereof (such verification, may include, without limitation, contact
with account debtors). The Debtor shall make available to the Secured Party, at
no cost to the Secured Party, any copying facilities available to the Debtor.
The Debtor shall provide the Secured Party with such information concerning the
Debtor, the Collateral, the operation of the Debtor's business, and the Debtor's
financial condition as the Secured Party may reasonably request from time to
time. Until the expiration or termination of this Agreement, the Debtor agrees
not to destroy any of the Collateral (including, without limitation, all books,
records, ledgers, print-outs, electronically stored data, recorded data, papers,
file materials and information relating to the Collateral), except in the
ordinary course of business to the extent permitted under the Lease. The
obligations of the Debtor hereunder are subject to, and the parties hereto shall
comply with, all applicable Legal Requirements pertaining to the maintenance and
confidentiality of patient records. The provisions contained in this Section 3.3
shall survive the expiration or termination of this Agreement.
3.4 The amount represented by the Debtor to the Secured Party from time to
time as owing by each account debtor or by all account debtors in respect of the
Accounts and Receivables will at such time in all material respects be the
correct amount actually owing by such account debtor or debtors thereunder.
3.5 Subject to the terms of the Lease, the Debtor (a) promptly shall pay,
as they become due and payable, all taxes, unemployment contributions and all
other charges of any kind or nature levied, assessed, or claimed against the
Debtor or the Collateral by any Person whose claim could result in a Lien upon
assets of the Debtor or by any Governmental Authority, (b) properly shall
exercise any trust responsibilities imposed upon the Debtor in connection with
amounts withheld from employees' pay and (c) timely shall make all contributions
and other payments as may be required pursuant to any employee benefit plan now
or hereafter established by the Debtor. At its option, the Secured Party may,
but shall not be obligated, to pay all taxes, unemployment contributions, and
any and all other charges levied, assessed, or claimed against the Debtor or
upon the Collateral by any Person or Governmental Authority, and to make all
contributions or other payments on account of the Debtor's employee benefit
plans as the Secured Party may, in its discretion, deem necessary or desirable
to protect, maintain, preserve, collect, or realize upon any or all of the
Collateral or the value thereof or any right or remedy pertaining thereto.
3.6 The Debtor shall comply with all, and shall not use or permit the use
of any of the Collateral in violation of any, Legal Requirement.
3.7 Subject to the terms of the Lease, the Debtor shall not sell or offer
to sell, lease, or otherwise transfer or dispose of the Collateral or any part
thereof or any interest therein, except, with respect to Inventory, Goods,
Equipment, Fixtures and Tangible Personal Property, in the ordinary conduct of
the Debtor's business.
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3.8 Without limiting any of the Debtor's obligations hereunder or under
any of the other Lease Documents, upon the occurrence of an Event of Default,
the Debtor shall promptly deliver to the Secured Party, in the same form as
received by the Debtor, all original items of the Receivables Collateral and all
security or collateral for, guarantees of, and Letters of Credit, trade and
bankers' acceptances, and similar letters and instruments in respect of, any of
the Receivables Collateral, each duly endorsed, assigned or otherwise made
payable to the Secured Party.
3.9 The Debtor shall have and maintain insurance at all times with respect
to the Collateral that is required pursuant to the terms of the Lease.
3.10 The Debtor shall do, make, execute and deliver all such additional and
further acts, things, deeds, assurances and instruments as the Secured Party may
reasonably request, to vest more completely in and assure to the Secured Party
its rights hereunder and in or to the Collateral including, without limitation,
compliance with the Federal Assignment of Claims Act.
3.11 The agreements, representations, covenants and warranties contained
herein are in addition to any others previously, presently or hereafter made by
the Debtor to or with the Secured Party in any other instrument.
3.12 From and after the occurrence of an Event of Default and subject to
applicable law, the Secured Party may, in its sole and absolute discretion,
require the Debtor to establish a lock box with a bank or other financial
institution designated by the Secured Party. If such a lock box is established,
the Debtor shall thereafter require all of its account and contract debtors to
make payment directly to such lock box.
ARTICLE 4. COLLECTION OF ACCOUNTS RECEIVABLE, CONTRACT RIGHTS AND OTHER
RECEIVABLES COLLATERAL.
4.1 From and after the occurrence of an Event of Default and subject to
applicable law, (a) the Secured Party may notify any of the Debtor's account or
contract debtors, either in the name of the Secured Party or the Debtor, to make
payment directly to the Secured Party or such other address as may be specified
by the Secured Party, and may advise any Person of the Secured Party's security
interest in and to the Receivables Collateral, and may collect directly from the
obligors thereon, all amounts due on account of the Receivables Collateral and
(b) at the Secured Party's request, the Debtor will provide written
notifications to any or all of the Debtor's account or contract debtors
concerning the Secured Party's security interest in the Receivables Collateral
and will request that such account or contract debtors forward payment thereof
directly to the Secured Party.
4.2 From and after the date hereof, the Debtor shall hold any proceeds and
collections of any of the Collateral in trust for the Secured Party, provided
that, without
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limiting any provisions of the other Lease Documents, until the occurrence of an
Event of Default, the Debtor may use such proceeds to pay bills in the ordinary
course of business. From and after the occurrence of an Event of Default (a) the
Debtor shall not commingle such proceeds or collections with any other funds of
the Debtor and (b) the Debtor shall deliver all such proceeds to the Secured
Party immediately upon the receipt thereof by the Debtor in the identical form
received but duly endorsed or assigned on behalf of the Debtor to the Secured
Party.
4.3 The Debtor hereby irrevocably constitutes and appoints the Secured
Party as the Debtor's true and lawful attorney, with full power of substitution,
such powers to be effective following the occurrence of an Event of Default, to
convert the Receivables Collateral into cash at the sole risk, cost, and expense
of the Debtor, but for the sole benefit of the Secured Party. Subject to
applicable law, the rights and powers granted the Secured Party by the within
appointment include but are not limited to the right and power to: prosecute,
defend, compromise, settle, or release any action relating to the Collateral;
receive, open, and dispose of all mail addressed to the Debtor and to take
therefrom any remittances on or proceeds of any Collateral; sign change of
address forms to change the address to which the Debtor's mail is to be sent as
the Secured Party shall designate; endorse the name of the Debtor in favor of
the Secured Party upon any and all checks or other items constituting
remittances or proceeds of Collateral; sign and endorse the name of the Debtor
on, and to receive as secured party, any of the Collateral, any invoices,
schedules of Collateral, freight or express receipts, or bills of lading,
storage receipts, warehouse receipts, or other documents of title of a same or
different nature relating to the Collateral; sign the name of the Debtor on any
notice to the obligors on the Receivables Collateral; take all such action as
may be necessary to obtain the payment on any Letter of Credit of which the
Debtor is a beneficiary; and sign and file or record on behalf of the Debtor any
financing or other statement in order to perfect or protect the Secured Party's
security interest. The Secured Party shall not be obligated to perform any of
such acts or to exercise any of such powers, but if the Secured Party elects so
to perform or exercise, the Secured Party shall not be accountable for more than
it actually receives as a result of such exercise of power, and shall not be
responsible to Debtor except for the Secured Party's actual willful misconduct.
All powers conferred upon the Secured Party by this Agreement, being coupled
with an interest, shall be irrevocable until terminated by a written instrument
executed by a duly authorized officer of the Secured Party and shall not be
affected by any disability or incapacity which the Debtor may suffer and shall
survive the same. The power of attorney conferred on the Secured Party pursuant
to the provisions of this Article 4 is provided solely to protect the interests
of the Secured Party and shall not impose any duty on the Secured Party to
exercise any such power, and neither the Secured Party nor such attorney-in-fact
shall be liable for any act, omission, error in judgment or mistake of law,
except as the same may result from its gross negligence or willful misconduct.
ARTICLE 5. EVENTS OF DEFAULT
Upon the occurrence of a default beyond the applicable notice and/or
grace periods, if
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any, under this Agreement or any of the other Lease Documents (each, hereinafter
referred to as an "Event of Default" hereunder), at the option of the Secured
Party, the Lease Obligations shall become immediately due and payable by the
Debtor; in addition to which, the Secured Party may exercise its rights and
remedies upon default, as set forth under this Agreement. The occurrence of any
such Event of Default shall also constitute, without notice or demand, a default
under all other Related Party Agreements.
ARTICLE 6. RIGHTS AND REMEDIES UPON DEFAULT
6.1 Upon the occurrence of any Event of Default and at any time
thereafter, the Secured Party shall have all of the rights and remedies of a
secured party upon default under the UCC; in addition to which, the Secured
Party shall have all of the following rights and remedies: (a) to collect the
Receivables Collateral; (b) to take possession of the Collateral and to maintain
and to use the same at the Premises (or elsewhere) pending any disposition
thereof; (c) to sell, lease, or otherwise dispose of any or all of the
Collateral in its then condition or following such preparation or processing as
the Secured Party deems advisable having due regard to compliance with any
statute or regulation which might affect, limit, or apply to the Secured Party's
disposition of the Collateral; and/or (d) to apply the Receivables Collateral,
or the proceeds of the Collateral, towards (but not necessarily in complete
satisfaction of) the Lease Obligations in such order as the Secured Party may
determine (in its sole and absolute discretion). The Secured Party may conduct
any such sale or other disposition of the Collateral at the Premises (or
elsewhere). Unless the Collateral is perishable, threatens to decline speedily
in value, or is of a type customarily sold on a recognized market (in which
event the Secured Party shall give the Debtor such notice as may be practicable
under the circumstances), the Secured Party shall give the Debtor at least the
greater of the minimum notice required by law or seven (7) days' prior written
notice of the date, time and place of any proposed public sale, and/or of the
date after which any private sale or other disposition of the Collateral may be
made. The Secured Party may purchase the Collateral, or any portion of it, at
any public sale conducted pursuant to this Agreement.
6.2 In connection with the Secured Party's exercise of the Secured Party's
Rights and Remedies, in accordance with and to the maximum extent permitted by
applicable law, the Secured Party may enter upon, occupy, and use any premises
owned or occupied by the Debtor, and may exclude the Debtor from such premises
or portion thereof as may have been so entered upon, occupied, or used by the
Secured Party. The Secured Party shall not be required to remove any of the
Collateral from any such premises upon the Secured Party's taking possession
thereof, and may render any Collateral unusable to the Debtor. In no event shall
the Secured Party be liable to the Debtor for use or occupancy by the Secured
Party of any premises pursuant to this Agreement, nor for any charge (such as
wages for the Debtor's employees and utilities) incurred in connection with the
Secured Party's exercise of the Secured Party's Rights and Remedies.
6.3 Upon the occurrence of any Event of Default, the Secured Party may
require
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the Debtor to assemble the Collateral and make it available to the Secured Party
at the Debtor's sole risk and expense at a place or places designated by the
Secured Party which are reasonably convenient to both the Secured Party and the
Debtor.
6.4 The rights, remedies, powers, privileges, and discretions of the
Secured Party hereunder and under the other Lease Documents (herein, the
"Secured Party's Rights and Remedies") shall be cumulative and not exclusive of
any rights or remedies which it otherwise may have. No delay or omission by the
Secured Party in exercising or enforcing any of the Secured Party's Rights and
Remedies shall operate as, or constitute, a waiver thereof. No waiver by the
Secured Party of any Event of Default shall operate as a waiver of any other
default hereunder or under any of the other Lease Documents. No exercise of any
of the Secured Party's Rights and Remedies and no other agreement or transaction
of whatever nature entered into between the Secured Party and the Debtor at any
time, shall preclude any other exercise of the Secured Party's Rights and
Remedies. No waiver by the Secured Party of any of the Secured Party's Rights
and Remedies on any one occasion shall be deemed a waiver on any subsequent
occasion, nor shall it be deemed a continuing waiver. All of the Secured Party's
Rights and Remedies and all of the Secured Party's rights, remedies, powers,
privileges, and discretions under any Related Party Agreement are cumulative and
not alternative or exclusive and may be exercised by the Secured Party at such
time or times and in such order of preference as the Secured Party in its sole
discretion may determine.
ARTICLE 7. MISCELLANEOUS
7.1 The Secured Party shall have no duty as to the collection or
protection of the Collateral beyond the safe custody of such of the Collateral
as may come into the possession of the Secured Party and shall have no duty as
to the preservation of rights against prior parties or of any other rights
pertaining thereto. The Secured Party's Rights and Remedies may be exercised
without resort or regard to any other source of satisfaction of the Lease
Obligations.
7.2 The obligations of the Debtor under this Agreement shall continue in
full force and effect until all of the Lease Obligations have been fully paid
and performed.
7.3 The Secured Party shall be at liberty, without giving notice to or
obtaining the assent of the Debtor and without relieving the Debtor of any of
the Lease Obligations, to deal with each other Person who now is or after the
date hereof becomes liable in any manner for any of the Lease Obligations (a
"Liable Person"), in such manner as the Secured Party in its sole discretion
deems fit, and to this end the Debtor gives to the Secured Party full authority
in its sole discretion to do any or all of the following things: (a) extend
credit, make loans, and afford other financial accommodations to any Liable
Person, enter into leases of real and personal property and agreements and
contracts of any nature whatsoever, at such times, in such amounts, and on such
terms as the Secured Party may approve, (b) vary the terms and grant extensions
or renewals of any present or future indebtedness or obligation to the Secured
Party of any Liable Person, (c) grant time, waivers, and other indulgences in
respect thereto, (d) vary, exchange, release or discharge, wholly or partially,
or delay in or abstain from
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perfecting and enforcing any security or guaranty or other means of obtaining
payment of any of the Lease Obligations which the Secured Party now has or
acquires after the date hereof, (e) accept partial payments from any Liable
Person, (f) release or discharge, wholly or partially, any endorser or guarantor
and (g) compromise or make any settlement or other arrangement with any Liable
Party. The Debtor waives all suretyship defenses of every kind and nature.
7.4 This Agreement shall be in addition to any guaranty or other security
for the Lease Obligations, and it shall not be prejudiced or rendered
unenforceable by the invalidity of any such guaranty or other security.
7.5 The Debtor waives: notice of acceptance hereof, notice of any action
taken or omitted by the Secured Party in reliance hereon, and any requirement
that the Secured Party be diligent or prompt in making demands hereunder, giving
notice of any default by a Liable Person or asserting any other right of the
Secured Party hereunder. The Debtor also irrevocably waives, to the fullest
extent permitted by law, all defenses which at any time may be available in
respect of the Debtor's obligations hereunder by virtue of any homestead
exemption, statute of limitations, valuation, stay, moratorium law or other
similar law now or hereafter in effect.
7.6 As long as the Lease Obligations remain unpaid or undischarged, the
Debtor will not, by paying any sum recoverable hereunder (whether or not
demanded by the Secured Party) or by any means or on any other ground, claim any
set-off or counterclaim against any Liable Person in respect of any liability of
the Debtor to such Liable Person or, in proceedings under the bankruptcy or
other similar laws of the United States, any state or any other jurisdiction or
any insolvency proceedings of any nature, prove in competition with the Secured
Party in respect of any payment hereunder or be entitled to have the benefit of
any counterclaim or proof of claim or dividend or payment by or on behalf of any
Liable Person or the benefit of any other security for any Liability which, now
or hereafter, the Secured Party may hold or in which it may have any share.
7.7 The Debtor shall pay, on demand, all costs and expenses (including,
without limitation, attorneys' fees and expenses) now or hereafter reasonably
incurred by the Secured Party (a) in connection with (i) the preparation,
execution, and delivery of this Agreement and the other Lease Documents,
including, without limitation, attorneys' fees and expenses, and all costs and
(ii) the protection or enforcement of any of the Secured Party's rights and
remedies against the Debtor, any of the Collateral, and any other Liable Person
(including, without limitation, the exercise of any of the Secured Party's
Rights and Remedies) and/or (b) on account of the Secured Party's relationship
with any member of the Leasing Group.
7.8 This Agreement shall be construed, and the rights and obligations of
the Debtor and the Secured Party shall be determined, in accordance with the
laws of the Commonwealth of Massachusetts, except (a) that the laws of the state
where the Collateral is located shall govern this Agreement to the extent
necessary to perfect and/or enforce the Liens created by
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this Agreement and to the extent necessary to obtain the benefit of the rights
and remedies set forth herein with respect to the Collateral and (b) for
procedural requirements which must be governed by the laws of the state in which
the Collateral is located. To the maximum extent permitted by applicable law,
the Debtor hereby submits to the jurisdiction of the courts of the Commonwealth
of Massachusetts and the United States District Court for the District of
Massachusetts, as well as to the jurisdiction of all courts from which an appeal
may be taken from the aforesaid courts, for the purpose of any suit, action or
other proceeding arising out of, or with respect to any of the Lease Documents,
the negotiation and/or consummation of the transactions evidenced by the Lease
Documents, the Secured Party's relationship with any member of the Leasing Group
in connection with the transactions evidenced by the Lease Documents and/or the
performance of any obligation or the exercise of any remedy under any of the
Lease Documents and expressly waives any and all objections the Debtor may have
as to venue in any of such courts.
7.9 This Agreement shall remain in full force and effect until
specifically terminated in writing by a duly authorized officer of the Secured
Party. In the event that any of the Lease Obligations remain outstanding, such
termination by the Secured Party may be conditioned upon such further
indemnifications provided to the Secured Party by or on behalf of the Debtor as
the Secured Party may request. Until specifically terminated in writing as set
forth above, this Agreement shall itself constitute conclusive evidence of
validity, effectiveness and continuing force hereof and any Person may rely
hereon. Upon the satisfaction in full of all of the Lease Obligations, the
Secured Party, upon the written request of the Debtor, shall execute and deliver
to the Debtor, at the Debtor's expense, all instruments of assignment or other
instruments as may be necessary to establish full title of the Debtor to the
Collateral, subject to any prior sale or other disposition pursuant to the terms
and provisions of this Agreement.
7.10 It is intended that the security interests created by this Agreement
attached to all of the Debtor's assets now owned or hereafter acquired which are
capable of being subject to a security interest.
7.11 The Debtor acknowledges having received a copy of this Agreement.
7.12 The provisions set forth in Articles 22 and 23 and Sections 2.2, 16.8
through 16.10, 24.2 through 24.10 and 24.12 of the Lease are hereby incorporated
by reference, mutatis, mutandis, and shall be applicable to this Agreement as if
set forth in full herein.
-11-
12
IN WITNESS WHEREOF, the Debtor and the Secured Party duly executed this
Agreement as a sealed instrument as of the day and year first above written.
WITNESS: DEBTOR:
BLACK BOX OF LEWISBURG, INC., a
Delaware corporation
/s/ Signature Illegible By: /s/ Signature Illegible
---------------------------------- ----------------------------------
Name: Name:
Title:
WITNESS: SECURED PARTY:
MEDITRUST ACQUISITION CORPORATION II,
a Delaware corporation
/s/ Signature Illegible By: /s/ Signature Illegible
---------------------------------- ----------------------------------
Name: Name:
Title:
13
Schedule to Exhibit 10.50 filed pursuant to Instruction 2 to Item 601(a) of
Regulation S-K
Security Agreement
Date of
Project Parties Facility Agreement
------- ------- --------- --------
Blytheville, AR Meditrust Acquisition II Outlook Pointe at 12/19/97
(Secured Party), Blytheville
TC Realty of Blytheville,
Inc. (Debtor)
Maumelle, AR Meditrust Acquisition II Outlook Pointe at 12/19/97
(Secured Party), Maumelle
TC Realty of Maumelle,
Inc. (Debtor)
Mountain Home, AR Meditrust Acquisition II Outlook Pointe at 12/19/97
(Secured Party), Mountain Home
TC Realty of Mountain
Home, Inc. (Debtor)
Pocahontas, AR Meditrust Acquisition II Outlook Pointe at 12/19/97
(Secured Party), Pocahontas
TC Realty of Pocahontas,
Inc. (Debtor)
Sherwood, AR Meditrust Acquisition II Outlook Pointe at 12/19/97
(Secured Party), ▇▇▇▇▇▇▇▇
▇▇ Realty of Sherwood,
Inc. (Debtor)
Altoona, PA Meditrust Acquisition II Outlook Pointe at 12/19/97
(Secured Party), Altoona
TC Realty of Altoona,
Inc. (Debtor)
Reading, PA Meditrust Acquisition II Outlook Pointe at 12/19/97
(Secured Party), Reading
TC Realty of Reading,
Inc. (Debtor)
14
Date of
Project Parties Facility Agreement
------- ------- --------- --------
Dillsburg, PA Meditrust Acquisition II Outlook Pointe at 12/31/97
(Secured Party), ▇▇▇▇▇ ▇▇▇▇▇▇▇
Black Box of Dillsburg,
Inc. (Debtor)
Martinsburg, WV Meditrust Acquisition II Outlook Pointe at 12/31/97
(Secured Party), Martinsburg
Black Box of Martinsburg,
Inc. (Debtor)
Peckville, PA Meditrust Acquisition II Balanced Care at 12/31/97
(Secured Party), Peckville
Black Box of Peckville,
Inc. (Debtor)
Berwick, PA Meditrust Acquisition II Berwick Manor 1/7/98
(Secured Party),
TC Realty of Berwick,
Inc. (Debtor)
Chippewa, PA Meditrust Acquisition II Outlook Pointe at 1/7/98
(Secured Party), Chippewa
TC Realty of Chippewa,
Inc. (Debtor)
Lewistown, PA Meditrust Acquisition II Balanced Care, 1/7/98
(Secured Party), Lewistown
TC Realty of Lewistown,
Inc. (Debtor)
