Exhibit 99.2
PLEDGE
AGREEMENT
THIS AGREEMENT
is made and entered into as of the
11th day of September, 2006 by and between WEBSTER BANK,
NATIONAL ASSOCIATION a national banking association, having an
office located at 80 Elm Street, New Haven, Connecticut 06510 (the
“ Bank ”), and TECHNOLOGY DRIVE LLC , a
Connecticut limited liability company, having a principal place of
business located at 10 Technology Drive, Wallingford, Connecticut
06492 (the “ Borrower ”).
W I T N E S S E T
H:
A. Pursuant to that certain Loan
Agreement by and between Borrower and Lender dated December 7,
2001 (as amended and in effect from time to time, the “Loan
Agreement”) and together with all other documents entered
into in connection therewith (as amended and in effect from time to
time, collectively the “Loan Documents”), the Lender
has agreed to extend credit to the Borrower upon the terms and
subject to the conditions set forth therein. The Borrower’s
obligations under the Loan Documents shall hereinafter be referred
to as the “Obligations.”
B. Borrower is entering into an
Amendment to Construction Loan Agreement dated on or about the date
hereof (the “Amendment”), In order to further induce
the Bank to enter into the Amendment, and as a precondition
thereto, Borrower has agreed to provide collateral for the
Obligations in the form of cash held on deposit with the
Lender.
NOW THEREFORE,
in consideration of the foregoing
and the mutual covenants and agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Borrower and Lender, intending to
be bound legally, agree as follows:
1. The Borrower hereby pledges and
assigns to the Lender and grants the Lender a security interest in
Borrower’s interest bearing deposit account number:
9096725 maintained at the Lender (the “Cash Collateral
Account”), an amount equal to the amount outstanding on the
mortgage loan, including without limitation principal, accrued but
unpaid interest, fees, charges, and other amounts due thereunder
(collectively the “Loan Balance”), deposited in or
credited to such account and all right, title and interest of
Borrower with respect thereto (collectively, the
“Collateral”) as security for the due and punctual
payment and performance of the Obligations and all extensions,
renewals and substitutions therefore and all other liabilities and
obligations of the Borrower to the Lender of whatever nature
whether now existing or hereafter arising and further including
without limitation, all reasonable costs, expenses and
attorneys’ and other professionals’ fees incurred in
the collection of said liabilities and in any litigation arising
from any of such liabilities or this Agreement or in the defense,
protection, preservation, realization or enforcement of any rights,
liens or remedies against Borrower or in the defense, protection,
preservation, realization and enforcement of any rights, liens or
remedies against Borrower under this Agreement or otherwise (the
“Secured Obligations”). The balance in the account will
be “trued up” with the Loan Balance on the first
business day of January and July of each year, but will in no event
ever fall below the then current Loan Balance throughout the life
of the loan. In
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the event that the balance in the account
exceeds the Loan Balance on any such “true-up” date,
Borrower shall be permitted to withdraw the amount of such excess
within three (3) business days following such date. If at any
time the balance in such account is less than the Loan Balance,
Borrower shall immediately deposit an amount equal to the amount of
such shortfall into the account. Borrower and Lender agree that
Borrower shall have no dispositional control over the Collateral or
the Cash Collateral Account and, except as otherwise permitted in
this paragraph 1, no right or ability to make withdrawals from or
issue drafts upon the Cash Collateral Account.
2. The Borrower represents, warrants
and covenants to the Lender that: (a) Borrower has good and
unencumbered title to the Collateral, free and clear of all claims,
pledges, liens, security interests and other encumbrances of every
nature whatsoever, except the pledge and security interest granted
to Lender hereunder; (b) Borrower has the unrestricted right
to make this pledge; (c) the Collateral is duly and validly
pledged to Lender in accordance with law; (d) Borrower will
defend Lender’s rights and security interests in and to the
Collateral against the claims and demands of all persons
whomsoever; (e) Borrower will not withdraw, sell, convey or
otherwise dispose
