PARTIES HERETO WAIVE TRIAL BY
JURY IN ANY COURT IN ANY SUIT, ACTION OR
PROCEEDING ON
ANY MATTER ARISING IN CONNECTION WITH DR IN ANY WAY
RELATED TO
THE TRANSACTIONS OF WHICH THIS AGREEMENT
IS
A
PART
OR
THE
ENFORCEMENT
HEREOF.
THE
PARTIES
HERETO
ACKNOWLEDGE
THAT
EACH
MAKES
THIS
WAIVER
KNOWINGLY,
WILLINGLY AND
VOLUNTARILY AND WITHOUT
DURESS, AND ONLY AFTER
EXTENSIVE CONSIDERATION OF THE
RAMIFICATIONS OF TIIIS WAIVER WITH THEIR
ATTORNEYS. 4.10 CLASS ACTION WAIVER. THE PARTIES HERETO WAIVE ANY
RIGHT TO
ASSERT ANY TIMMS AGAINST THE OTIIF.R PARTY AN
A
REPRESENTATIVE
OR
MEMBER
IN
ANY
CLASS
OR
REPRESENTATIVE
ACTION,
EXCEPT
WHERE. SUCH
WAIVER
IS
PROHIBITED BY LAW AGAINST PUBLIC POLICY. TO THE ErTENT
EITHER PARTY
IS PERMITTED BY LAW OR COURT Oh
LAW TO
PROCEED WITH A CLASS OR REPRESENTATIVE
ACTION AGAINST
THE
OTHER,
THE
PARTIES
HEREBY AGREE THAT:
(1)
THE
PREVAILING
PARTY
SHALL
NOT
BE
ENTITLED
TO
RECOVER
ATTORNEYS' FEES OR
COSTS ASSOCIATED WITH PURSUING THE
CLASS OR REPRESENTATIVE ACTION (NO7'
WITHSTANDING ANY
OTHER PROVISION IN THIS AGREEMENT); AND 12) THE PARTY
WHO
INITIATES OR PARTICIPATES AS A MEMBER OF THE CLANS
WILL NOT SUBMIT A CLAIM OR
OTHERWISE PARTICIPATE IN
ANY
RECOVERY
SECURED
THROUGH
THE
CLASS
OR
REPRE,SENTATWE ACTION. 4,11 Farah-11in: Acceptance,
l'a.nmile signatures shall
be denied acceptable
for all purposes Initiabt
[ex10_124.jpg]
Samson Partners - SECURITY AGREEMENT AND GUARANTY
Merchant's Legal Name:
SpeedEmissions. Inc. / SpeedEmissions Car Care. LLC I SpeedEmissions Acquisition
Company, LLC
D/B/A: Speedemissions
Physical Address: 1015 Tyrone Road Suite
220 City: Tyrone State: GA Zip: 30290 Federal ID# 33-0961489 SECURITY AGREEMENT
Security Interest. To secure Merchant's payment and performance obligations to
FONDER, as the lead purchaser for itself and its affiliates or the Funders , a
list of which may be provided to the Merchant upon written notice after the
funding of the purchase closes under the Merchant Agreement (the "Factoring
Agreement"), Merchant hereby grants to FONDER a security interest in (a) all
accounts, chattel paper, documents, equipment, general intangibles, instruments,
and inventory, as those terms are defined in Article 9 of the Uniform Commercial
Code (the "UCC"), now or hereafter owned or acquired by Merchant; and (b) all
proceeds, as that term is defined in Article 9 of the UCC (a and b collectively,
the "Collateral").
Cross-Collateral. To secure Guarantor's payment and
performance obligations to HINDER (and its the Funders) under this Security
Agreement and Guaranty (the
"Agreement"). Guarantor hereby grants FUNDER, for
itself and its participants, a security interest in SpeedEmissions, Inc.
/SpeedEmissions Car Care EEC /
SpeedEmissions Acquisition Company, LEC fd/b/a
Speedemissions (ACT-I) (LE))
(the "Additional Collateral"). Guarantor
understands that FONDER will have a security interest in the aforesaid
Additional Collateral upon execution of this Agreement.
Merchant and Guarantor
each acknowledge and agree that any security interest granted to FONDER under
any other agreement between Merchant or Guarantor and FONDER (the
"Cross-Collateral") will secure the obligations hereunder and under the Merchant
Agreement.
Merchant arid Guarantor each agrees to execute any documents or
take any action in connection with this