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The security interest hereby granted is to secure
the prompt and full payment and complete performance of
all Obligations of Debtor to Bank. [Emphasis added.]
Given the foregoing terms of the security agreement,
respondent's contention that petitioner made an outright
assignment to Huntington of the MMS/Miller promissory note must
fail. The security agreement clearly sets forth a collateral
assignment of a security interest in the note. Moreover, a
Uniform Commercial Code financing statement was filed on December
31, 1992, to perfect Huntington's security interest in the
"Commercial Loan Note executed by Miller Medical Systems, Inc. on
or about December 30, 1992". Thus, respondent's repeated
contention that "at any given point in time, Huntington held
promissory notes for the identical amount due it from both Mr.
Miller and MMS" is simply wrong; it is inconsistent with the
rights and obligations effected in the restructuring. After the
restructuring, MMS would become directly liable to Huntington only
in the event of a default by petitioner or MMS. Absent default,
MMS was directly liable to petitioner, not Huntington.
Consequently, petitioner's collateral assignment of the MMS/Miller
promissory note to Huntington provides no grounds for disregarding
the separate indebtedness running between MMS and petitioner, and
between petitioner and Huntington.22
22 In a similar vein, we find no material significance in
the fact that petitioner was required to make a collateral
(continued...)
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