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SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”), made effective as of


____________ ___, 201_, by and between the National Underground Railroad Freedom Center,
Inc., an Ohio not for profit association (“Project Sponsor”), and the State of Ohio (the "State"),
acting by and through the Ohio Cultural Facilities Commission (the "Commission"), a state
agency organized and operating under Ohio Revised Code Chapter 3383 (the "Act"), is as
follows:

Recitals

A. Project Sponsor has entered into a Cooperative Use Agreement (“CU


Agreement”) with the Commission dated July 1, 2008, as subsequently amended, pursuant to
which the Commission may expend State of Ohio Cultural and Sports Capital Facilities Bonds
issued by the Treasurer of State (the “Bonds”) on improvements (the “Commission
Improvements”) to a facility known as the National Underground Railroad Freedom Center
located at 50 East Freedom Way, Cincinnati, Ohio 45202 (the “Facility”).

B. Project Sponsor has agreed to provide a blanket security interest in its assets to the
Commission to secure Project Sponsor’s obligations under the CU Agreement.

Statement of Agreement

In consideration of the mutual covenants and agreements herein set forth, Commission
and Project Sponsor hereby agree as follows:

1. Definitions.

1.1. Defined Terms. In addition to the other terms defined in this Agreement,
whenever the following capitalized terms (whether or not underscored) are used, they shall be
defined as follows:

“Code” means the Uniform Commercial Code, as enacted in the State of Ohio,
Section 1301.01, et seq. of the Ohio Revised Code, as amended from time to time.

“Collateral” means: (i) all of Project Sponsor’s equipment, inventory, patents,


trademarks, service marks, intangible and tangible personal property and receivables; (ii) all of
Project Sponsor’s books, records and files of whatever type or nature, whether or not written,
stored electronically or electro magnetically or in any other form, relating to any or all of the
equipment and inventory, or the proceeds thereof, whether or not such books, records, or files
constitute receivables, equipment, inventory, or general intangibles; (iii) all of the products and

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proceeds of all of the foregoing, including proceeds of any insurance, whether or not in the form
of original Collateral, receivables, contract rights, general intangibles, equipment, fixtures,
chattel paper, instruments, leases, inventory, securities, documents, deposit accounts, or cash;
and (iv) all of the foregoing, whether now owned or existing or hereafter acquired or arising, or
in which Project Sponsor now has or hereafter acquires any rights or interests.

“CU Agreement” means Cooperative Use Agreement (“CU Agreement”) by and


between the Project Sponsor and the Commission dated July 1, 2008, as subsequently amended.

“Event of Default” means the occurrence of any one or more of the following events,
whether or not within the control of Project Sponsor:

(i) Project Sponsor does not perform, comply with, or observe, any of the
terms or conditions of this Agreement;

(ii) Any warranty, representation or statement made or furnished by, or on


behalf of, Project Sponsor in connection with this Agreement is untrue or incorrect in any
material respect, as determined by the Commission.

(iii) An “Event of Default” as defined in the CU Agreement.

“Project Documents” means all of the documents evidencing, securing and/or executed
by Project Sponsor for the benefit of the Commission in connection with the CU Agreement or
funding by or through the Commission, including, without limitation, the CU Agreement, this
Agreement, any base lease or management agreement, and any other documents or instruments
executed by or on behalf of the Project Sponsor relating to the CU Agreement or funding by or
through the Commission.

“Permitted Liens” means those liens set forth on Exhibit B, which is attached hereto and
incorporated by reference.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, association, limited liability company, corporation, institution,
entity, party or governmental authority.

1.2. Other Definitional Provisions; Construction. Unless otherwise specified:

(i) As used in this Agreement, accounting terms relating to the Project


Sponsor not defined in this Agreement have the respective meanings given to them in
accordance with generally accepted accounting principles of the United States
(“GAAP”).

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(ii) References to the Uniform Commercial Code, or UCC, mean as enacted in
the State of Ohio.

(iii) The definition of any document or instrument includes all schedules,


attachments and exhibits thereto and all renewals, extensions, supplements, restatements
and amendments thereof. All Exhibits attached to this Agreement are incorporated into,
made and form an integral part of, this Agreement for all purposes.

(iv) “Hereunder,” “herein,” “hereto,” “this Agreement” and words of similar


import refer to this entire document, “including” is used by way of illustration and not by
way of limitation, unless the context clearly indicates the contrary; the singular includes
the plural and conversely; and any action required to be taken by Project Sponsor is to be
taken promptly, unless the context clearly indicates the contrary.

(v) All of the uncapitalized terms contained in this Agreement which are
defined under the Code will, unless the context indicates otherwise, have the meanings
provided for in the Code.

2. Grant of Security Interest by Project Sponsor. As security for (i) the full, prompt
and complete performance by Project Sponsor of the indebtedness evidenced by the CU
Agreement, (ii) the other obligations of Project Sponsor under the CU Agreement or other
funding obligations with the Commission, and (iii) all charges, expenses, fees and other sums
chargeable to Project Sponsor in connection with any of the Project Documents (all of the
indebtedness, obligations and other sums described in (i), (ii) and (iii) above are, collectively the
“Obligations”), Project Sponsor hereby grants to, and creates in favor of, Commission a
continuing security interest in all of the Collateral.

3. Perfection of Commission’s Security Interest; Duty of Care.

3.1. Required Project Sponsor. Until the termination of this Agreement, Project
Sponsor shall perform any and all steps and take all actions requested by the Commission from
time to time to perfect, maintain, protect and enforce the Commission’s security interest in its
Collateral, including (i) executing and delivering all appropriate documents and instruments as
the Commission may determine are necessary or desirable to perfect, preserve, or enforce the
Commission’s interest in the Collateral all in form and substance satisfactory to the Commission,
and (ii) taking such other steps and actions as are deemed reasonably necessary by the
Commission to enforce and protect the Commission’s liens on, and interests in, the Collateral.

3.2. Financing Statements; Notices. The Commission is authorized by Project


Sponsor (i) to file one or more financing statements disclosing the Commission’s security

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interest under this Agreement, and (ii) to give notice to any creditor or landlord of Project
Sponsor or to any other Person who the Commission may determine is necessary under
applicable law to give notice to perfect or preserve the Commission’s interests in the Collateral.
Project Sponsor shall pay the costs of, or incidental to, any recording or filing of its financing
statements and other notices in all public offices where filing is deemed by the Commission to be
necessary or desirable to perfect, protect or enforce the liens granted to Commission under this
Agreement. Project Sponsor agrees that a carbon, photographic, photostatic or other reproduction
of this Agreement or of a financing statement is sufficient as a financing statement. The
Commission’s security interest in proceeds or the notification of its interest in proceeds in any
financing statement or other filing will not be deemed to authorize any sale or other disposition
by Project Sponsor of its Collateral.

3.3. Commission’s Duty of Care. The Commission shall have no duty of care with
respect to the Collateral hereunder except that the Commission shall exercise reasonable care
with respect to the Collateral in the Commission’s custody. The Commission shall be deemed
to have exercised reasonable care if (i) such property is accorded treatment substantially equal to
that which the Commission accords its own property or (ii) the Commission takes such action
with respect to the Collateral as the Project Sponsor shall request in writing; however, neither (a)
the Commission’s failure to comply with any such request or to do any such act requested by
Project Sponsor nor (b) the Commission’s failure to take steps to preserve rights against any
Persons in such property shall be deemed a failure to exercise reasonable care. Project Sponsor
agrees that the Commission has no obligation to take steps to preserve rights against any prior
parties.

4. Power of Attorney.

4.1. Grant of Power. Project Sponsor does hereby make, constitute and appoint the
Commission (or any officer or agent of the Commission) its true and lawful attorney-in-fact,
with full power of substitution in the name of Project Sponsor, for the use and benefit of the
Commission, but at the cost and expense of Project Sponsor, (i) to indorse the name of such
party on any notes, checks, drafts, money orders, or other instruments of payment (including
payments payable under any policy of insurance on the Collateral) or Collateral that may come
into the possession of the Commission in full or part payment of any of the obligations secured
hereunder; (ii) to obtain the insurance referred to in Section 6.5 and endorse any drafts and
cancel any insurance so obtained by the Commission; (iii) to adjust and settle the insurance
referred to in Section 6.5 and endorse any drafts; and (iv) to do any and all things necessary to
perfect the Commission’s security interest in the Collateral hereunder, to preserve and protect
such Collateral and to otherwise carry out this Agreement.

4.2. Duration; Ratification of Acts. This power of attorney, being coupled with an
interest, will be irrevocable for the term of this Agreement and all transactions under this

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Agreement and thereafter so long as any of the Obligations hereunder remain in existence.
Provided the Commission acts in a reasonable manner, Project Sponsor ratifies and approves all
acts of such attorney, and neither the Commission nor its attorney will be liable for any acts or
omissions for any error of judgment or mistake of fact or law. Project Sponsor will execute and
deliver promptly to the Commission all instruments necessary or appropriate, as determined in
the Commission’s discretion, to further the Commission’s exercise of the rights and powers
granted in this Section 4.

5. Warranties and Representations. To induce the Commission to make the expenditures


to Project Sponsor evidenced by the CU Agreement, Project Sponsor represents to the
Commission that it has and it will continue to have throughout the term of this Agreement good
and indefeasible title to, and ownership, of its Collateral, free and clear of all liens except to the
extent if any, of the Permitted Liens.

6. Collateral Covenants. Until the Obligations are fully paid, performed and satisfied and
this Agreement is terminated, Project Sponsor will:

6.1. Notice of Change in Place of Business. Give the Commission at least 30 days
advance notice in writing of any change in its principal place of business, or other places of
business, or the opening of any new places of business.

6.2. Notice of Adverse Information. Immediately notify the Commission in writing


of any information which it has or may receive with respect to the Collateral hereunder which
might in any manner materially and adversely affect the value thereof or the rights of the
Commission with respect thereto.

6.3. Collateral. Maintain its collateral hereunder in good operating condition and
repair, make all necessary replacements thereof so that the value and operating efficiency thereof
shall at all times be maintained and preserved, and promptly inform the Commission of any
material additions to or deletions from its Collateral.

6.4. Sale of Collateral. Not, without the prior written consent of the Commission, sell,
lease or otherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation,
dissolution, or otherwise, any of the Collateral hereunder, except in the normal course of
business.

6.5. Insurance. Project Sponsor shall insure all of the Collateral with the amounts and
types of insurance required by the CU Agreement. If Project Sponsor fails to so insure the
Collateral, the Commission may (but shall not be required to) procure such insurance and charge
the cost to Project Sponsor payable on demand and secured by the Collateral.

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6.6. Removal of Collateral. Not remove its books and records concerning its Collateral
from their current locations or keep any of such books and records or its Collateral at any other
office or location without giving the Commission at least 30 days prior notice of such action and
complying with the other terms of this Agreement; provided that such location is in the
continental United States.

6.7. No Liens. Not create or permit to be created or to exist any lien on any of its
Collateral except to the extent, if any, of the Permitted Liens, or as otherwise agreed to in writing
by the Commission.

7. Term. Subject to Section 10.3 below, this Agreement will terminate upon the full
performance, payment and satisfaction of the Obligations.

8. Commission’s Rights and Remedies.

8.1. Remedies.

(i) Immediately on the occurrence of an Event of Default, the Commission


may, at any time, take any one or more of the following actions, without notice, demand
or legal process of any kind (except as may be required by law), all of which Project
Sponsor waives to the fullest extent permitted by law;

(a) proceed to enforce payment of the Obligations and to exercise all of the
rights and remedies afforded to the Commission by the UCC, under the terms of
the Project Documents and by law and in equity;

(b) take possession of the Collateral and maintain such possession on Project
Sponsor’s premises at no cost to the Commission, or remove the Collateral, or any
part thereof, to such other place(s) as the Commission may desire;

(c) enter on any premises on which any Collateral hereunder, or any part or
records thereof, may be situated and remove the same therefrom, for which action
Project Sponsor will not assert against the Commission any claim for trespass,
breach of the peace or similar claim and Project Sponsor will not hinder the
Commission’s efforts to effect such removal;

d) require the Project Sponsor, at its sole cost, to assemble its Collateral and
make it available at a place designated by the Commission;

e) sell part or all of the Collateral hereunder at public or private sale(s), for
cash, upon credit or otherwise, at such prices and upon such terms as the

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Commission deems advisable, at the Commission’s discretion, and the
Commission may, if the Commission deems it reasonable, postpone or adjourn
any sale of such Collateral from time to time by an announcement at the time and
place of sale or by announcement at the time and place of such postponed or
adjourned sale, without being required to give a new notice of sale;

(f) sign any endorsements, assignments or other instruments of conveyance or


transfer in connection with any disposition of the Collateral hereunder;

(g) sell, assign, transfer or otherwise dispose of all or any part of the
Collateral hereunder in any manner permitted by law and do any other things and
exercise any other right or remedy which the Commission may, with or without
judicial process, do or exercise under applicable law; and

(ii) Project Sponsor acknowledges that portions of its Collateral could be


difficult to preserve and dispose of and be further subject to complex maintenance
and management. Accordingly, the Commission, in exercising its rights under
Section 8.1, shall have the widest possible latitude to preserve and protect the
Collateral and the Commission’s security interest therein.

8.2. Notice of Disposition; Allocations. If any notice is required by law to


effectuate any sale or other disposition of the Collateral hereunder, (i) the Commission
will give the Project Sponsor written notice of the time and place of any public sale or of
the time after which any private sale or other intended disposition thereof will be made,
and at any such public or private sale, the Commission may purchase all or any of such
Collateral; and (ii) the Project Sponsor agrees that such notice will not be unreasonable as
to time if given in compliance with this Agreement and five days prior to any sale or
other disposition. The proceeds of the sale will be applied first to all costs and expenses
of such sale including attorneys’ fees and other costs and expenses, and second to the
payment of all Obligations hereunder in the manner and order determined by the
Commission in its discretion. Project Sponsor shall remain liable to the Commission for
any deficiency. Unless otherwise directed by law, the Commission will return any excess
to the Project Sponsor.

8.3. Payment of Expenses. Project Sponsor shall pay to the Commission, on its
demand, all reasonable costs and expenses, including court costs, attorneys’ fees and
costs of sale, incurred by the Commission in exercising any of its rights or remedies
hereunder, all of which constitute part of the obligations and are secured by the Collateral
hereunder.

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9. Notice. Each notice, request and other communication to be given or made in accordance
with this Agreement shall be addressed to the party to be notified at the address set forth below
or at such other address as each party may designate for itself from time to time by notice
hereunder, and shall be deemed to have been validly given or made (i) three days following
deposit in the U.S. mail, with proper postage prepaid, or (ii) the next business day after such
notice is delivered to a regularly scheduled overnight delivery carrier with delivery fees either
prepaid or an arrangement, satisfactory with such carrier, made for the payment of such fees, or
(iii) upon receipt of personal delivery:

with respect to the Commission:

Ohio Cultural Facilities Commission


100 East Broad Street, Suite 300
Columbus, Ohio 43215
Attention: Executive Director

with additional copy sent to:

Attorney General State of Ohio


30 East Broad Street, 15th Floor
Columbus, Ohio 43215
Attention: Business Counsel Section

with respect to the Project Sponsor:

National Underground Railroad Freedom Center


50 E. Freedom Way
Cincinnati, OH 45202
Attention: President and Chief Executive Officer

10. General.

10.1. Severability. If any term of this Agreement is found invalid under Ohio law or
laws of mandatory application by a court of competent jurisdiction, the invalid term will be
considered excluded from this Agreement and will not invalidate the remaining terms of this
Agreement.
10.2. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED AND
ACCEPTED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT COLUMBUS,
OHIO. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF OHIO (WITHOUT
REGARD TO OHIO CONFLICTS OF LAW PRINCIPLES).

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10.3. Application of Payments; Revival of Obligations. To the extent Project Sponsor
makes a payment or payments to the Commission or the Commission receives any payment or
proceeds of Collateral hereunder or any other security, which payment(s) or proceeds or any part
thereof are subsequently voided, invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party under any bankruptcy act, state or
federal law, common law or equitable cause, then, to the extent of such payment or proceeds
received, the Obligations hereunder or part thereof intended to be satisfied shall be revived and
shall continue in full force and effect, as if such payment or proceeds had not been received by
the Commission.

10.4. Equitable Relief. Project Sponsor recognizes that, in the event it fails to perform,
observe or discharge any of its obligations or liabilities under this Agreement, any remedy of law
may prove to be inadequate relief to the Commission; therefore, Project Sponsor agrees that the
Commission, if the Commission so requests, shall be entitled to temporary and permanent
injunctive relief in any such case without the necessity of proving actual damages.

10.5. Entire Agreement. This Agreement and the other Project Documents set forth the
entire agreement of the parties with respect to the subject matter of this Agreement and this
Agreement supersedes all previous understandings, written or oral, in respect thereof.

10.6. Cumulative Remedies. The remedies provided in this Agreement and the other
Project Documents are cumulative and not exclusive of any remedies provided by law and in
equity. Exercise of one or more remedy(ies) by the Commission does not require that all or any
other remedy(ies) be exercised and does not preclude later exercise of the same remedy.

10.7. Waivers and Amendments in Writing. Failure by the Commission to exercise


any right, remedy or option under this Agreement or in any other Project Document or delay by
the Commission in exercising the same shall not operate as a waiver by Commission of its right
to exercise any such right, remedy or option. No waiver by Commission shall be effective unless
it is in writing and then only to the extent specifically stated. This Agreement cannot be changed
or terminated orally.

10.8. Assignment. The Commission shall have the right to assign this Agreement and
the other Project Documents. Project Sponsor may not assign, transfer or otherwise dispose of
any of its rights or obligations hereunder, by operation of law or otherwise, and any such
assignment, transfer or other disposition without the Commission’s express written consent shall
be void. All of the rights, privileges, remedies and options given to the Commission under the
Project Documents shall inure to the benefit of the Commission’s successors and assigns, and all
the terms, conditions, covenants, provisions and warranties herein shall inure to the benefit of

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and bind the permitted successors and assigns of Project Sponsor and the Commission,
respectively.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of
the date set forth above.

Signed in the presence of: PROJECT SPONSOR:


NATIONAL UNDERGROUND
RAILROAD FREEDOM CENTER, INC.

_______________________________
Signature

_______________________________ By: ______________________________


Printed Name Its:_______________________________

_______________________________
Signature

_______________________________
Printed Name

Signed in the presence of: STATE OF OHIO, by and through the


OHIO CULTURAL FACILITIES COMMISSION

_______________________________
Signature

_______________________________ By: __________________________________


Printed Name Kathleen M. Fox, Executive Director

_______________________________
Signature

_______________________________
Printed Name

Approved as to form:
Ohio Attorney General
On attached approval form dated: __________________

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EXHIBIT B

There are no liens

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