CONDITIONS AND SECURITY. 2.1 Company agrees to furnish Bank, prior to the borrowing hereunder, in form to be satisfactory to Bank, with (i) an opinion of Company's legal counsel; (ii) certified copies of resolutions of the Board of Directors of Company evidencing approval of the borrowings hereunder, (iii) certified copies of Company's Articles of Incorporation and Bylaws, and (iv) certificates of good standing from the State of Company's incorporation and from each jurisdiction in which it is required to be qualified to do business. 2.2 As security for all indebtedness of Company to Bank hereunder and under the Line Note as herein provided, Company agrees to furnish, execute and deliver to Bank or cause to be furnished, executed and delivered to Bank prior to or simultaneously with the borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following (all of which is herein collectively called the "Collateral"): (a) Security Agreement granting to Bank a first priority security interests in and covering all of Company's tangible and intangible personal property, whether now owned or hereafter acquired (subject to Permitted Liens); (b) The Collateral L/C (as defined below); (c) A subordination agreement ("Subordination Agreement") from Gerald Stults and Kelly Rose ("Subordinate Creditors") xxxxxxxxxxxxx xxx xxxxxxxxxess of Company to them to Company's indebtedness to Bank; (d) A first priority security interest in Company's membership interest in Tecstar LLC; (e) A first priority continuing collateral mortgage on the real property located at 1904 Century Drive, Goshen, Indiana 46528 and an assignment xx xxx xxxxxx xxx xxxxxxx; (x) Xinancing Statements required or requested by Bank to perfect all security interests to be conferred upon Bank under this Agreement and to accord Bank a perfected first priority security position under the Uniform Commercial Code; (g) Such documents or certificates as may be requested by Bank and/or are required under the terms of any and every Security Agreement; and (h) Such other documents or agreements of security and appropriate assurances of validity and perfected first priority of lien or security interest as Bank may request at any time (subject to Permitted Liens).
Appears in 2 contracts
Samples: Loan Agreement (Starcraft Corp /In/), Loan Agreement (Starcraft Corp /In/)
CONDITIONS AND SECURITY. 2.1 Company agrees to furnish Bank, prior to the borrowing hereunder, in form to be satisfactory 4.1 Borrowers shall have executed and delivered to Bank, with or caused to have been executed and delivered to the Bank, this Agreement, the Note, the Guaranties and all other applicable Loan Documents, and this Agreement (iincluding all schedules, exhibits, certificates, opinions, financial statements and other documents to be delivered pursuant hereto), and the Notes and other applicable Loan Documents (when executed and delivered to Bank) an opinion shall be in full force and effect and binding and enforceable obligations of Company's legal counsel; Borrowers and any other persons who may be parties thereto, except to the extent limited by applicable bankruptcy, insolvency or other insolvency laws.
4.2 Bank shall have received: (iia) certified copies of resolutions of the Board of Directors of Company DWC evidencing approval of the borrowings hereunderhereunder and the transactions contemplated hereby, (iiib) certified copies of CompanyDWC's Articles of Incorporation and Bylaws, ; and (ivc) certificates a certificate of good standing from the State state or other jurisdiction of CompanyDWC's incorporation incorporation, and from each state or other jurisdiction in which it DWC is required required, under applicable law, to be qualified to do business.
2.2 As security for all indebtedness of Company to 4.3 Bank hereunder and under the Line Note as herein provided, Company agrees to furnish, execute and deliver to Bank or cause to be furnished, executed and delivered to Bank prior to or simultaneously with the borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following (all of which is herein collectively called the "Collateral"):
shall have received: (a) Security Agreement granting to Bank a first priority security interests in certified copies of resolutions of the Board of Directors of DT evidencing approval of the borrowings hereunder and covering all of Company's tangible and intangible personal propertythe transactions contemplated hereby, whether now owned or hereafter acquired (subject to Permitted Liens);
(b) The Collateral L/C (as defined below);
certified copies of DT's Articles of Incorporation and Bylaws; and (c) A subordination agreement ("Subordination Agreement") a certificate of good standing from Gerald Stults the state or other jurisdiction of DT's incorporation, and Kelly Rose ("Subordinate Creditors") xxxxxxxxxxxxx xxx xxxxxxxxxess of Company to them to Company's indebtedness to Bank;
(d) A first priority security interest from each state or other jurisdiction in Company's membership interest in Tecstar LLC;
(e) A first priority continuing collateral mortgage on the real property located at 1904 Century Drivewhich DT is required, Goshenunder applicable law, Indiana 46528 and an assignment xx xxx xxxxxx xxx xxxxxxx;
(x) Xinancing Statements required or requested by Bank to perfect all security interests to be conferred upon qualified to do business
4.4 Bank shall have received copies of each authorization, license, permit, consent, order or approval of, or registration, declaration or filing with, any governmental authority or any securities exchange or other person obtained or made by Borrowers and/or Guarantors in connection with the transactions contemplated by this Agreement or the Loan Documents.
4.5 Bank shall have received initial Borrowing Base Reports for each Facility and evidence of satisfaction of the Federal Assignment of Claims Act required for any Government Account included in the Formula Amounts set forth therein.
4.6 The representations and warranties made by Borrowers, and any other person who is a party to any of the Loan Documents, under this Agreement or any of the Loan Documents, and the representations and warranties of any of the foregoing made to accord Bank which are contained in any certificate, document or financial or other statement furnished at any time hereunder or thereunder or in connection herewith or therewith, shall have been true and correct in all material respects when made.
4.7 Borrowers and any other person who is a perfected first priority security position party to any of the Loan Documents shall have each performed and complied in all material respects with all agreements and conditions contained in the Loan Documents applicable to it which are then in effect.
4.8 No Default or Event of Default shall have occurred and be continuing and there shall have been no material change in the condition (financial or otherwise), properties, business, results or operations of Borrowers since the date of the financial statements mentioned in Sections 5.8 and 6.8 hereof.
4.9 Bank shall have received payment at closing from Borrowers of arrangement fees in the aggregate amount of Fifty One Thousand Nine Hundred Fifty Dollars ($51,950) which fees shall not be refundable under any circumstances. Bank and DT agree that Thirty Eighty Thousand Seven Hundred Fifty Dollars ($38,750) of such amount shall be paid by it to Eximbank in satisfaction of the Uniform Commercial Code;fee due Eximbank in connection with its issuance of the Exim Guaranty.
4.10 Bank shall have received such other instruments and documents (g) Such documents or certificates as may be requested by Bank and/or are required under not inconsistent with the terms of any and every Security Agreement; and
(hhereof) Such other documents or agreements of security and appropriate assurances of validity and perfected first priority of lien or security interest as Bank may request at any time in connection with the making of the Advances hereunder, and all such instruments and documents shall be reasonably satisfactory in form and substance to the Bank, including (without limitation) all documents, instruments, applications and agreements deemed necessary by Bank as a condition to the effectiveness of the Exim Guaranty.
4.11 The obligations of Bank to make Advances under this Agreement shall be subject to Permitted Liens)the continuing condition that all documents, instruments and agreements executed or submitted pursuant hereto shall be satisfactory in form and substance to Bank; Bank shall have received all information, and such counterpart originals or such certified or other copies of such materials, as Bank and its counsel may reasonably request; and all other legal matters relating to the transactions contemplated by this Agreement (including, without limitation, matters arising from time to time as a result of changes occurring with respect to any statutory, regulatory or decisional law applicable hereto) shall be satisfactory to Bank.
Appears in 1 contract
CONDITIONS AND SECURITY. 2.1 Company agrees to furnish Bank, prior to the borrowing hereunder, in form to be satisfactory to Bank, with (i) an opinion of Company's legal counsel; (ii) certified copies of resolutions of the Board of Directors of Company evidencing approval of the borrowings hereunder, (iii) certified copies of Company's Articles of Incorporation and Bylaws, and (iv) certificates a certificate of good standing from the State of Company's incorporation and from each jurisdiction in which it is required to be qualified to do business.
2.2 As security for all indebtedness of Company to Bank hereunder and under the Line Note as herein providedBank, Company agrees to furnish, execute and deliver to Bank or cause to be furnished, executed and delivered to Bank prior to or simultaneously with the borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following (all of which is herein collectively called the "Collateral"):
(a) Security Agreement dated March 29, 1996, granting to Bank a first priority security interests in and covering all of Company's tangible and intangible personal propertyassets, whether now owned or hereafter acquired (subject to Permitted Liens);which secures future advances such as advances under the line of credit.
(b) The Collateral L/C Guaranties from Xxxxxx X. Xxxxxxxx, Venture Funding, Ltd., a Michigan corporation (as defined belowherein called "Venture");, Growth Realty, Inc., a Michigan corporation, (herein called "Growth"), Venture Funding Holdings, L.L.C., a Michigan limited liability company, (herein called "Venture Holdings"), and Growth Realty Holdings, L.L.C., a Michigan limited liability company, (herein called "Growth Holdings") ("Guaranties").
(c) A subordination agreement Subordination Agreements from Xxxxxx X. Xxxxxxxx, Venture and Growth ("Subordination AgreementSubordinated Debt Holders") from Gerald Stults pursuant to which the Subordinated Debt Holders subordinate all indebtedness and Kelly Rose obligations ("Subordinate Creditors"except, so long as there is no default, current obligations for consulting fees, interest, expense reimbursement and repayment of advances made on behalf of the Company) xxxxxxxxxxxxx xxx xxxxxxxxxess of Company to them to all of Company's indebtedness and obligations to Bank;the Bank ("Subordination Agreements").
(d) A Security Agreement dated March 29, 1996, granting to Bank a first priority security interest in CompanyGrowth's membership right to receive Two Million Five Hundred Thousand ($2,500,000) Dollars of subordinated debt from Mego Financial Corp., a New York corporation (herein called "Mego"), and Six Hundred Forty-four Thousand Six Hundred Eighty-five and 56/100 ($644,685.56) Dollars of cash balances owed by Mego to Growth pursuant to an Assignment Agreement between Growth and others and Mego dated October 25, 1987, and an Assignment and Assumption Agreement between Growth and others and Mego dated February 1, 1988, as amended, which secures future obligations such as the guaranty of advances under the line of credit. Growth has directed that Mego remit all payments of subordinated debt and cash balances directly to Bank. As long as Company is not in default, Bank will remit to Growth the interest portion of payments received from Mego. The principal portion of payments received from Mego (and the interest portion if Company is in Tecstar LLC;default) shall be used to purchase a Certificate of Deposit in the name of Growth at then current market rates of interest, which Certificates of Deposit shall be held as Collateral. This Collateral also secures obligations of Cellex Biosciences, Inc. ("Cellex") to Bank. At the date hereof, the balance of the Subordinated Debt and Cash Balances from Mego total One Million Seventy-one Thousand ($1,071,000) Dollars.
(e) A first priority continuing collateral mortgage on Security Agreement (Pledge) dated March 29, 1996, from Growth of One Hundred Fifty-three Thousand (153,000) shares of Mego common stock, which secures future obligations such as the real property located at 1904 Century Drive, Goshen, Indiana 46528 and an assignment xx xxx xxxxxx xxx xxxxxxx;guaranty of the loan. This Collateral also secures obligations of Cellex to Bank.
(xf) Xinancing Statements required or requested by Bank to perfect all security interests to be conferred upon Bank under this Security Agreement and to accord Bank a perfected first priority security position under the Uniform Commercial Code;(Pledge) dated February 6, 1997 from Growth of One Hundred Fifty Thousand (150,000) shares of Mego common stock.
(g) Such documents or certificates as may be requested by Bank and/or are required under the terms Security Agreement (Pledge) of any and every Security Agreement; andeven date herewith from Growth of One Hundred Thousand (100,000) shares of Mego Mortgage Corporation (herein called "Mego Mortgage") common stock.
(h) Such other documents or agreements of security and appropriate assurances of validity and perfected A first priority of lien or security interest in works of art owned by Xxxxxx X. Xxxxxxxx more fully described in the exhibit attached to the UCC-1 delivered to Bank, subject and subordinate to the security interest of Indiana Development Finance Authority disclosed by a financing statement filed March 30, 1995, number 54221B, by the UCC Unit of the Secretary of the State of Michigan and listed on Exhibit 1 attached to such financing statement.
(i) Security Agreement (Pledge) of a warrant dated March 24, 1995, as Bank may request amended from time to time to and including September 25, 1997, to purchase Three Hundred Thousand (300,000) shares of common stock of Cellex Biosciences, Inc. ("Cellex") at any time (subject to Permitted Liens)$1.5625 per share held by Venture.
Appears in 1 contract
Samples: Loan Agreement (Art Renaissance Inc)
CONDITIONS AND SECURITY. 2.1 Company agrees to furnish Bank, prior to the borrowing hereunder, in form to be satisfactory to Bank, with (i) an opinion of Company's legal counsel; (ii) certified copies of resolutions of the Board of Directors of Company evidencing approval of the borrowings hereunder, (iii) certified copies of Company's Articles of Incorporation and Bylaws, and (iv) certificates a certificate of good standing from the State of Company's incorporation and from each jurisdiction in which it is required to be qualified to do business.
2.2 As security for all indebtedness of Company to Bank hereunder and under the Line Note as herein providedBank, Company agrees to furnish, execute and deliver to Bank or cause to be furnished, executed and delivered to Bank prior to or simultaneously with the borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following (all of which is herein collectively called the "Collateral"):
(a) Security Agreement granting to Bank a first priority security interests in and covering all of Company's assets, including but not limited to machinery and equipment, furniture and fixtures, and other tangible and intangible personal property, whether now owned or hereafter acquired (subject to Permitted Liens);acquired, present and future accounts receivable, inventories, contract rights, chattel paper, inventory, general intangibles and instruments, patents, trademarks, copyrights and other intellectual property, and such additional documents as relate thereto or shall be required by the terms of said Security Agreement or this Agreement.
(b) The Collateral L/C Guaranties from Xxxxxx X. Xxxxxxxx (as defined belowherein called "Xxxxxxxx);, Venture Funding, Ltd., a Michigan corporation (herein called ("Venture"), and Growth Realty, Inc., a Michigan corporation (herein called "Growth") ("Guaranties").
(c) A subordination agreement Subordination Agreements from Xxxxxxxx, Venture and Growth ("Subordination AgreementSubordinated Debt Holders") from Gerald Stults pursuant to which the Subordinated Debt Holders subordinate all indebtedness and Kelly Rose obligations ("Subordinate Creditors"except, so long as there is no default, current obligations for consulting fees, interest, expense reimbursement and repayment of advances made on behalf of the Company) xxxxxxxxxxxxx xxx xxxxxxxxxess of Company to them to all of Company's indebtedness and obligations to Bank;the Bank ("Subordination Agreements").
(d) A Security Agreement granting to Bank a first priority security interest in CompanyGrowth's membership right to receive Two Million Five Hundred Thousand ($2,500,000) Dollars of subordinated debt from Mego Financial Corp., a New York corporation (herein called "Mego"), and Six Hundred Forty-four Thousand Six Hundred Eighty-five and 56/100 ($644,685.56) Dollars of cash balances owed by Mego to Growth pursuant to an Assignment Agreement between Growth and others and Mego dated October 25, 1987, and an Assignment and Assumption Agreement between Growth and others and Mego dated February 1, 1988, as amended. Growth shall direct that Mego remit all payments of subordinated debt and cash balances directly to Bank. As long as Company is not in default, Bank will remit to Growth the interest portion of payments received from Mego. The principal portion of payments received from Mego (and the interest portion if Company is in Tecstar LLC;default) shall be used to purchase a Certificate of Deposit in the name of Growth at then current market rates of interest, which Certificates of Deposit shall be held as Collateral. This Collateral also secures obligations of Cellex Biosciences, Inc. ("Cellex") to Bank.
(e) A first priority continuing collateral mortgage on the real property located at 1904 Century Drive, Goshen, Indiana 46528 and an assignment xx xxx xxxxxx xxx xxxxxxx;Security Agreement (Pledge) from Growth of One Hundred Fifty-three Thousand (153,000) shares of Mego common stock. This Collateral also secures obligations of Cellex to Bank.
(xf) Xinancing Financing Statements required or requested by Bank to perfect all security interests to be conferred upon Bank under this Agreement and to accord Bank a perfected first priority security position under the Uniform Commercial Code;, except for Permitted Exceptions listed on Schedule A attached.
(g) Such documents or certificates as may reasonably be requested by Bank and/or are required under the terms of any and every Security Agreement; and.
(h) Such other documents or agreements of security and appropriate assurances of validity and perfected first priority of lien or security interest as Bank may request at any time (subject time. To the extent that Company has heretofore given a security interest to Permitted Liens)Bank to certain of the foregoing and such documents and agreements comply with the requirements of this Agreement, it is hereby agreed that such documents and agreements shall remain in full force and effect for the purposes of this Agreement, but Bank may, if it deems it necessary or desirable, require execution of a new agreement or agreements or amendments to such agreements.
Appears in 1 contract
Samples: Loan Agreement (Art Renaissance Inc)
CONDITIONS AND SECURITY. 2.1 Company agrees to furnish Bank, prior to the initial borrowing hereunder, in form to be satisfactory to Bank, with (i) an opinion of Company's legal counsel; (ii) certified copies of resolutions of all of the Board of Directors members of Company evidencing approval of the borrowings hereunder, (iiiii) certified copies of Company's Articles of Incorporation Organization and BylawsMembership Regulations, and (iviii) certificates a certificate of good standing from the State of Company's incorporation formation and from each jurisdiction in which it is required to be qualified to do business.
2.2 As security for all indebtedness of Company to Bank hereunder and under the Line Revolving Credit Note as herein provided, Company agrees to furnish, execute and deliver to Bank or cause to be furnished, executed and delivered to Bank prior to or simultaneously with the initial borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following (all of which is herein collectively called the "Collateral"):
(a) Security Agreement granting to Bank a first priority security interests in and covering all of Company's machinery and equipment, furniture and fixtures, and other tangible and intangible personal property, whether now then owned or hereafter acquired (subject to Permitted Liens)thereafter acquired;
(b) The Collateral L/C (Security Agreement granting to Bank first priority security interests in all of Company's present and future accounts receivable, inventories, contract rights, chattel paper, inventory, general intangibles and instruments and such additional documents as defined below)relate thereto or shall be required by the terms of said Security Agreements or this Agreement;
(c) A subordination agreement ("Subordination Agreement") from Gerald Stults and Kelly Rose ("Subordinate Creditors") xxxxxxxxxxxxx xxx xxxxxxxxxess of Company to them to Company's indebtedness to Bank;
(d) A first priority security interest in Company's membership interest in Tecstar LLC;
(e) A first priority continuing collateral mortgage on the real property located at 1904 Century Drive, Goshen, Indiana 46528 and an assignment xx xxx xxxxxx xxx xxxxxxx;
(x) Xinancing Financing Statements required or requested by Bank to perfect all security interests to be conferred upon Bank under this Agreement and to accord Bank a perfected first priority security position under the Uniform Commercial Code;
(gd) Such documents or certificates as may be requested by Bank and/or are required under the terms of any and every Security Agreement; and
(he) Such other documents or agreements of security and appropriate assurances of validity and perfected first priority of lien or security interest as Bank may request at any time (subject to Permitted Liens)time.
Appears in 1 contract
Samples: Loan Agreement (Saturn Electronics & Engineering Inc)
CONDITIONS AND SECURITY. 2.1 6.1 Company agrees to furnish Bank, Bank prior to the initial borrowing hereunderunder this Agreement, in form and substance to be satisfactory to Bank, with (i) an opinion certified copies of the Articles of Incorporation and Bylaws of Company's legal counsel; (ii) certified copies of resolutions of the Board board of Directors directors of Company evidencing approval of the borrowings and transactions contemplated hereunder, ; (iii) certified copies of Company's Articles of Incorporation and Bylaws, and (iv) certificates a certificate of good standing from the State state of Company's incorporation and from each jurisdiction the state(s) in which it Company is required to be qualified to do business; (iv) an opinion of counsel to Company in form satisfactory to Bank; and (v) such other documents and instruments as Bank may reasonably require.
2.2 6.2 As security for all indebtedness of Company to Bank hereunder and under the Line Note as herein providedhereunder, Company agrees to furnish, execute and deliver to Bank Bank, or cause to be furnished, executed and delivered to Bank Bank, prior to or simultaneously with the initial borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following (all of which is herein collectively called the "Collateral"):following:
(a) Security Agreement granting to Bank a first priority security interests in and covering all of Company's tangible and intangible personal property, whether now owned or hereafter acquired (subject to Permitted Liens)The Continuing Collateral Mortgage;
(b) The Collateral L/C (as defined below)Security Agreement;
(c) A subordination agreement ("The Subordination Agreement") from Gerald Stults and Kelly Rose ("Subordinate Creditors") xxxxxxxxxxxxx xxx xxxxxxxxxess of Company to them to Company's indebtedness to Bank;
(d) A first priority security interest in Company's membership interest in Tecstar LLC;
(e) A first priority continuing collateral mortgage on the real property located at 1904 Century Drive, Goshen, Indiana 46528 and an assignment xx xxx xxxxxx xxx xxxxxxx;
(x) Xinancing Financing Statements required or requested by Bank to perfect all security interests to be conferred upon Bank under this Agreement and to accord Bank a perfected first priority security position under the Uniform Commercial Code;
(g) Such documents or certificates as may be requested by Bank and/or are required under the terms of any and every Security Agreement; and
(he) Such other documents or agreements of security and appropriate assurances of validity and perfected first priority of lien or security interest as Bank may reasonably request at any time (time.
6.3 Concurrently herewith, Company pays to Bank its $62,500 loan origination fee. Such fee has been fully earned and is non-refundable.
6.4 The obligation of Bank to make the initial loan or Advance under this Agreement is subject to Permitted Liens)the satisfaction of all of the following conditions:
(a) All terms of the Acquisition (including, without limitation, the amount and form of consideration included in the purchase price thereunder) shall be in form and substance satisfactory to Bank; and all of the conditions to purchase contained therein shall have been satisfied (and not waived) to the satisfaction of Bank. All parties shall have in all material respects done and performed such acts and observed such covenants which they are required to do or perform under the Purchase Agreement;
(b) The closing of the Acquisition shall have occurred, and Company shall have provided evidence satisfactory in form and content to Bank that such closing was in full compliance with the Purchase Agreement;
(c) satisfaction of all real estate requirements listed on Schedule 6.4;
(d) Bank shall have received an opening borrowing base report showing that after giving effect to the closing of the Acquisition and the payment of related expenses, Company has borrowing availability under the Revolving Credit Note in an amount not less than $350,000;
(e) Company shall have delivered to Bank a pro forma balance sheet of Company certified by an executive officer of Company that it fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated in this Agreement, including all fees and expenses in connection herewith;
(f) there shall have been no material adverse change since January 1, 2004 in the financial condition, business prospects or operations of the Seller; and
(g) Company shall have provided Bank with evidence that it has received at least $5,250,000 in cash contributions to its common equity.
Appears in 1 contract
CONDITIONS AND SECURITY. 2.1 Company agrees to furnish Bank, prior to the borrowing hereunder, in form to be satisfactory to Bank, with (i) an opinion of Company's legal counsel; (ii) certified copies of resolutions of the Board of Directors members of Company evidencing approval of the borrowings hereunder, (iii) certified copies of Company's Articles of Incorporation Organization and BylawsOperating Agreement, and (iv) certificates of good standing from the State of Company's incorporation organization and from each jurisdiction in which it is required to be qualified to do business.
2.2 As security for all indebtedness of Company to Bank hereunder and under the Line Note as herein provided, Company agrees to furnish, execute and deliver to Bank or cause to be furnished, executed and delivered to Bank prior to or simultaneously with the borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following (all of which is herein collectively called the "Collateral"):
(a) Security Agreement granting to Bank a first priority security interests in and covering all of Company's tangible and intangible personal property, whether now owned or hereafter acquired (subject to Permitted Liens);
(b) The Collateral L/C (as defined below);
(c) A subordination agreement ("Subordination Agreement") from Gerald Stults and Kelly Rose ("Subordinate Creditors") xxxxxxxxxxxxx xxx xxxxxxxxxess of Company to them to Company's indebtedness to Bank;
(d) A first priority security interest in Company's membership interest in Tecstar LLC;
(e) A first priority continuing collateral mortgage on the real property located at 1904 Century Drive, Goshen, Indiana 46528 and an assignment xx xxx xxxxxx xxx xxxxxxx;
(x) Xinancing Financing Statements required or requested by Bank to perfect all security interests to be conferred upon Bank under this Agreement and to accord Bank a perfected first priority security position under the Uniform Commercial Code;
(gc) Such documents or certificates as may be requested by Bank and/or are required under the terms of any and every Security Agreement; and
(hd) Such other documents or agreements of security and appropriate assurances of validity and perfected first priority of lien or security interest as Bank may request at any time (subject to Permitted Liens).
2.3 On the date of execution of this Agreement, Company shall pay to Bank a $50,000 non-refundable closing fee, which fee shall be deemed fully earned upon execution of this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Starcraft Corp /In/)
CONDITIONS AND SECURITY. 2.1 Company agrees 6.1 Companies agree to furnish Bank, prior to the initial borrowing hereunder, in form to be satisfactory to Bank, with (i) an opinion of Company's Companies' counsel with respect to the legal counselmatters referred to in Sections 6.1 through 6.3 hereof and such other matters reasonably requested by Bank; (ii) certified copies of resolutions of the Board of Directors of Company each of the Companies evidencing approval of the borrowings hereunder, (iii) certified copies of Company's each of the Companies' Articles of Incorporation and Bylaws, and (iv) certificates a certificate of good standing from the State of Company's incorporation and from each jurisdiction in which any Company conducts business or in which any Company's activities require it is required to be qualified to do business.
2.2 6.2 As security for all indebtedness Indebtedness of Company Companies to Bank hereunder and under the Line Note Notes as herein provided, Company agrees Companies agree to furnish, execute and deliver to Bank or cause to be furnished, executed and delivered to Bank prior to or simultaneously with the initial borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form form, authorizing same, the following (all of which is herein collectively called the "Collateral"):following:
(a) Security Agreement Agreements granting to Bank a first priority security interests in and covering all of Company's each of the Companies' tangible and intangible personal property, whether now owned or hereafter acquired (subject to Permitted Liens)acquired;
(b) The Collateral L/C Security Agreement from Noble granting to Bank a security interest in all of the issued and outstanding shares of the capital stock of Monroe (subject to liens in favor of the Seller until June 15, 1996), CRC (subject to the rights of the Option Holders under and as defined below)in the Stock Option Agreement) and Prestolock;
(c) A subordination agreement ("Subordination Agreement") from Gerald Stults Security Agreements granting to Bank first priority security interests in all of the issued and Kelly Rose ("Subordinate Creditors") xxxxxxxxxxxxx xxx xxxxxxxxxess outstanding shares of Company to them to Company's indebtedness to Bankthe capital stock of Noble;
(d) A first priority security interest in CompanySubordination Agreement from Xxxxxx X. Xxxxxxxxxxx subordinating Noble's membership interest in Tecstar LLC;indebtedness to him to Noble's indebtedness to Bank ("Subordination Agreement").
(e) A first priority continuing collateral mortgage on the real property located at 1904 Century Drive, Goshen, Indiana 46528 and an assignment xx xxx xxxxxx xxx xxxxxxx;
(x) Xinancing Financing Statements required or requested by Bank to perfect all security interests to be conferred upon Bank under this Agreement and to accord Bank a perfected first priority security position under the Uniform Commercial Code;
(g) Such . To the extent that any of the Companies has heretofore given a security interest to Bank to certain of the foregoing and such documents and agreements comply with the requirements of this Agreement, it is hereby agreed that such documents and agreements shall remain in full force and effect for the purposes of this Agreement, but Bank may, if it deems it necessary or certificates as may be requested by Bank and/or are required under the terms desirable, require execution of any and every Security Agreement; and
(h) Such other documents a new agreement or agreements or amendments to such agreements.
6.3 Prior to the initial Advance under this Agreement, companies shall have provided to the Bank evidence satisfactory to the Bank of security (a) the consummation of the Acquisition on terms and appropriate assurances conditions acceptable to Bank and (b) a $1,000,000 loan by Xxxxxx X. Xxxxxxxxxxx to Xxxxx which is subordinated to Noble's indebtedness to Bank pursuant to the Subordination Agreement.
6.4 Upon execution of validity and perfected first priority this Agreement, Company shall pay to Bank a non-refundable closing fee in the amount of lien or security interest as $30,000, which fee shall be deemed fully earned upon execution of this Agreement. The Bank may request at any time (subject to Permitted Liens)acknowledges the prior receipt of $10,000 of such fee.
Appears in 1 contract
