fees and costs and costs of investigation, document production, attendance at
depositions or other discovery, incurred by any Indemnified Party with respect
to, arising out of or as a consequence
36
of (a) this Agreement or any of the other Financing Documents, including without
limitation, any failure of the Borrower to pay when due (at maturity, by
acceleration or otherwise) any principal, interest, fee or any other amount due
under this Agreement or the other Financing Documents, or any other Event of
Default; (b) the use by the Borrower of any proceeds advanced hereunder; (c) the
transactions contemplated hereunder; or (d) any claim, demand, action or cause
of action being asserted against (i) the Borrower or any of its Affiliates by
any other Person, or (ii) any Indemnified Party by the Borrower in connection
with the transactions contemplated hereunder.
Notwithstanding anything herein
or elsewhere to the contrary, the Borrower shall not be obligated to indemnify
or hold harmless any Indemnified Party from any liability, loss or damage
resulting from the gross negligence, willful misconduct or unlawful actions of
such Indemnified Party.
Any amount payable to the Lender under this Section
will bear interest at the highest default rate of interest applicable from time
to time with respect to any of the Loans from the due date until paid.
[Signatures Follow on Next Page]
37
SIGNATURE PAGE TO LOAN AND SECURITY AGREEMENT
IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement on
the day and year first above written.
WITNESS OR ATTEST:
BORROWER:
CELSION CORPORATION
By:
(Seal)
Michael H. Tardugno,
President and Chief Executive Officer
WITNESS:
LENDER:
MANUFACTURERS AND TRADERS TRUST COMPANY
By:
(Seal)
Alexander Bartlett,
Vice President
38
EXHIBIT A TO LOAN AND SECURITY AGREEMENT
Form of Note
(Attached)
39
EXHIBIT B TO LOAN AND SECURITY AGREEMENT
The Borrower further represents and warrants to the Lender as follows:
(A)
THE EXACT LEGAL NAME AND THE STATE OF ORGANIZATION OF THE
BORROWERS ARE AS STATED IN THE INITIAL PARAGRAPH TO THIS AGREEMENT.
(B)
THE ORGANIZATIONAL IDENTIFICATION NUMBER OF THE BORROWER IS
52-1256615.
(A)
THE BORROWER'S FEDERAL TAX IDENTIFICATION NUMBER IS 3230100.
(C)
THE BORROWER'S CHIEF EXECUTIVE OFFICE IS:
10220 L Old Columbia Road, Columbia, MD 21046
(D)
THE BORROWER IN FACT MANAGES THE MAIN PART OF ITS BUSINESS
OPERATIONS FROM THAT ADDRESS; AND IT IS AT THAT ADDRESS THAT PERSONS DEALING
WITH THE BORROWER WOULD NORMALLY LOOK FOR CREDIT INFORMATION.
(E)
THE MAILING ADDRESS OF THE BORROWER TO BE INSERTED ON FINANCING
STATEMENTS COVERING THE COLLATERAL IS:
10220 L OLD COLUMBIA ROAD, COLUMBIA, MD 21046
(F)
IN THE TWELVE YEARS PRECEDING THE DATE HEREOF, THE BORROWER HAS
NOT CHANGED ITS NAME, STATE OF ORGANIZATION, IDENTITY OR STRUCTURE, HAS NOT
CONDUCTED BUSINESS UNDER ANY NAME OTHER THAN ITS CURRENT NAME, AND HAS NOT
CONDUCTED ITS BUSINESS IN ANY JURISDICTION OTHER THAN THE JURISDICTION IN WHICH
ITS CHIEF EXECUTIVE OFFICE IS CURRENTLY LOCATED, EXCEPT AS FOLLOWS:
NONE
(G)
THE BORROWER HAS NO SUBSIDIARIES.
(H)
THE FOLLOWING