OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF THE AGENT RELATING TO THE ADMINISTRATION OR ENFORCEMENT
OF THIS AGREEMENT, AND AGREES THAT IT WILL NOT SEEK TO CONSOLIDATE ANY SUCH
ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN NOT BE OR HAS NOT BEEN
WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH OBLIGOR AND THE AGENT HEREBY WAIVES
ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE
PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR
ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH OBLIGOR
(a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT OR SECURED
PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(b) ACKNOWLEDGES THAT THE AGENT AND THE SECURED PARTIES HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH EACH IS A PARTY
BECAUSE OF, AMONG OTHER THINGS, THE OBLIGOR'S WAIVERS AND CERTIFICATIONS
CONTAINED HEREIN.
Section 17. General. This Agreement may not be amended or modified except
by a writing signed by each of the Obligors and the Agent. This Agreement and
any amendment hereof may be executed in several counterparts and by each party
on a separate counterpart, each of which when so executed and delivered shall be
an original, but all of which together shall constitute one instrument. Section
headings are for convenience of reference only and are not a part of this
Agreement. In the event that any Collateral or any deposit or other sum due from
or credited by the Agent is held or stands in the name of any Obligor and
another or others jointly, the Agent may deal with the same for all purposes as
if it belonged to or stood in the name of such Obligor alone.
[Remainder of page intentionally left blank.
The next page is the signature page.]
-17-
IN WITNESS WHEREOF, the undersigned have caused this Security Agreement to
be duly executed as an instrument under seal as of the date first written above.
MICROFINANCIAL INCORPORATED
By:
/s/ Richard F. Latour
Name:
Richard F. Latour
Title:
President
ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN:
SOVEREIGN BANK, as
Agent
By:
/s/ Jeffrey G. Millman
Name:
Jeffrey G. Millman
Title:
Senior Vice President
[SIGNATURE PAGE TO MFI SECURITY AGREEMENT]
EXHIBIT A
PERFECTION CERTIFICATE
(attached hereto)
EXHIBIT B
LIST OF INTELLECTUAL PROPERTY
[TO BE COMPLETED BY BORROWER]
TRADEMARKS (including registered and material unregistered trademarks, trade
names and service marks, and all applications for any of the foregoing.)
CORPORATE NAMES
INTERNET DOMAIN NAMES
COPYRIGHTS
EXHIBIT C
INSTRUMENT OF JOINDER
[SUBSIDIARY], a [STATE] [ENTITY] (the "Company"), hereby agrees that as of
the date hereof it is an Obligor under that certain Security Agreement (as the
same may