EXHIBIT 10.8.3
SECURITY AGREEMENT
(Equipment)
(hereafter the "Agreement")
For value received, the undersigned, FIRST TEAM FORD, LTD., a Florida limited
partnership ("Debtor") grants to Comerica Bank, a Michigan banking corporation,
whose address is 000 X. Xxxxxxxxx Xxxxxx, P. O. Box 75000, National Dealer
Services - 3517, Detroit, Michigan 48275-3517 ("Bank"), a security interest in
all Equipment of Debtor wherever located, now owned or later acquired,
including, without limit, the property described in Exhibit "A" attached hereto
and made a part hereof (but only if any such Exhibit "A" is attached hereto),
and also in (a) all other similar property, wherever located, now owned or later
acquired by Debtor, (b) all additions, attachments, accessions, parts,
replacements, substitutions and renewals of or for all Equipment of Debtor,
wherever located, now owned or later acquired, (c) all of Debtor's Property in
Possession of Bank, and (d) the Proceeds and products of all of the above, to
secure payment of any and all sums, indebtedness and liabilities of any and
every kind now owing or later to become due to the Bank from Debtor during the
term of this Agreement, however created, incurred, evidenced, acquired or
arising, whether under any note(s), guaranty(ies), letter of credit
agreement(s), evidence(s) of indebtedness or under any other instrument,
obligation, guaranty, contract or agreement or dealing of any and every kind now
existing or later entered into between the Debtor or the Borrower and the Bank,
or otherwise, and whether direct, indirect, primary, secondary, fixed,
contingent, joint or several, due or to become due, together with interest and
charges, and including, without limit, all present and future indebtedness or
obligations of third parties to the Bank which is guaranteed by the Debtor or
the Borrower or any or all of them and the present or future indebtedness
originally owing by the Debtor or the Borrower or any or all of them to third
parties and assigned by third parties to the Bank, and any and all renewals,
extensions or modifications of any of them (the "Indebtedness").
1. DEFINITIONS. As used in this Agreement:
1.1 "Collateral" means any and all property of Debtor in which Bank now
has or by this Agreement now or later acquires a security interest.
1.2 "Debtor's Property in Possession of Bank" means goods, instruments,
documents, policies and certificates of insurance, deposits, money or other
property now owned or later acquired by Debtor or in which Debtor now has or
later acquires an interest and which are now or later in possession of Bank or
as to which Bank now or later controls possession by documents or otherwise.
1.3 "Environmental Law" means any laws, ordinances, directives, orders,
statutes, or regulations an object of which is to regulate or improve health,
safety, or the environment, including, without limit, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42
USC 9601 et seq.), the Resource Conservation and Recovery Act, as amended (42
USC 6901 et seq.), and such similar environmental protection laws as enacted in
the State of Florida.
1.4 "Equipment" has the respective meaning assigned it in Article 9 of
the Uniform Commercial Code, as of the date of this Agreement.
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1.5 "Hazardous Materials" means each and all of the following:
hazardous materials and/or substances as defined in any Environmental Law,
petroleum, petroleum by-products, natural gas, flammable explosives, radioactive
materials, and toxic materials.
1.6 "Proceeds" has the meaning assigned it in Article 9 of the Uniform
Commercial Code, as of the date of this Agreement, and also includes without
limit cash or other property which were proceeds and are recovered by a
bankruptcy trustee or otherwise as a preferential transfer by Debtor.
1.7 "Uniform Commercial Code" means the Uniform Commercial Code as
enacted in the State of Florida, as amended from time to time.
1.8 Except as otherwise provided in this Agreement, all terms used in
this Agreement have the meanings assigned to them in Article 9 (or, absent
definition in Article 9, in any other Article) of the Uniform Commercial Code,
as of the date of this Agreement.
2. WARRANTIES, COVENANTS AND AGREEMENTS. Debtor warrants, covenants and
agrees as follows:
2.1 The Collateral has been acquired (or will be acquired) for use
primarily in business. Bank at its option may disburse loan proceeds directly to
the seller of any Collateral to be acquired with proceeds of loans from Bank.
2.2 (intentionally deleted)
2.3 At the time any Collateral becomes, or is represented to be,
subject to a security interest in favor of Bank, Debtor shall be deemed to have
warranted that (a) Debtor is the lawful owner of the Collateral and has the
right and authority to subject the same to a security interest granted to Bank
and (b) none of the Collateral is subject to any security interest other than
that in favor of Bank and there are no financing statements on file other than
in favor of Bank.
2.4 Debtor will keep the Collateral free at all times from any and all
claims, liens, security interests and encumbrances other than those in favor of
Bank. Debtor will not, without providing prior written notice to Bank, sell,
transfer or lease, or permit or suffer to be sold, transferred or leased any or
all of the Collateral, except in the ordinary course of business. Bank or its
agents or attorneys may at all reasonable times inspect the Collateral and may
enter upon all premises where the Collateral is kept or might be located. Debtor
shall allow Bank to examine, inspect and make abstracts from, or copy any of
Debtor's books and records (relating to the Collateral or otherwise).
2.5 Debtor will do all acts and things, and will execute all writings
reasonably requested by Bank to establish, maintain and continue a perfected and
first security interest of Bank in the Collateral, and will pay on demand all
reasonable costs and expenses of searches, filing and recording deemed necessary
by Bank to establish, determine or continue the validity and the priority of
Bank's security interest.
2.6 If Bank, acting in its sole discretion, redelivers Collateral to
Debtor or Debtor's
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designee for the purpose of
(a) the ultimate sale or exchange thereof, or
(b) presentation, collection, renewal, or registration of
transfer thereof, or
(c) loading, unloading, storing, shipping, transshipping,
manufacturing, processing or otherwise dealing therewith preliminary to sale or
exchange,
such redelivery shall be in trust for the benefit of Bank and shall not
constitute a release of Bank's security interest therein or in the proceeds or
products thereof unless Bank specifically so agrees in writing. If Debtor
requests any such redelivery, Debtor will deliver with such request a duly
executed financing statement in form and substance satisfactory to Bank. Any
proceeds of Collateral coming into Debtor's possession as a result of any such
redelivery shall be held in trust for Bank and forthwith delivered to Bank for
application on the Indebtedness. Bank may (if, in its sole discretion, it elects
to do so) deliver the Collateral or any part of the Collateral to Debtor, and
such delivery by Bank shall discharge Bank from any and all liability or
responsibility for such Collateral.
2.7 Debtor acknowledges and agrees that the Bank has no obligation to
acquire or perfect any lien on or security interest in any asset(s), whether
realty or personalty, to secure payment of the Indebtedness, and Debtor is not
relying upon assets in which the Bank has or may have a lien or security
interest for payment of the Indebtedness.
2.8 Debtor will pay promptly and within the time that they can be paid
without interest or penalty all taxes, assessments and similar imposts and
charges which at any time are or may become, a lien, charge, or encumbrance upon
any of the Collateral, except to the extent contested in good faith and bonded
in a manner satisfactory to Bank. If Debtor fails to pay any of these taxes,
assessments, or other charges in the time provided above, Bank has the option
(but not the obligation) to do so and Debtor agrees to repay all amounts so
expended by Bank immediately upon demand, together with interest at the highest
default rate which could be charged by Bank to Debtor on any Indebtedness.
2.9 Debtor will keep the Collateral in good condition and will
safeguard and protect it from loss, damage or deterioration from any cause.
Debtor has and will maintain at all times (a) with respect to the Collateral,
insurance against fire and other risks customarily insured against under an "all
risk" policy and such other risks customarily insured against by persons engaged
in similar business to that of Debtor, and (b) public liability insurance and
other insurance as may be required by law or reasonably required by Bank, all of
which insurance shall be in amount, form and content, and written by companies
as may be satisfactory to Bank, naming Bank as additional insured as to the
Collateral. Debtor will deliver to Bank evidence satisfactory to Bank that the
required insurance has been procured. If Debtor fails to maintain satisfactory
insurance, Bank has the option (but not the obligation) to do so and Debtor
agrees to repay all amounts so expended by Bank immediately upon demand,
together with interest at the highest default rate which could be charged by
Bank to Debtor on any Indebtedness.
2.10 If any of the Collateral (or any records concerning the
Collateral) is located or kept by Debtor on leased premises, Debtor will: (a)
provide a complete and correct copy of all
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applicable leases to Bank, (b) furnish or cause to be furnished to Bank from
each landlord under such leases a lessor's acknowledgment in form satisfactory
to Bank authorizing, on Default, Bank's entry on such premises to enforce its
rights and remedies under this Agreement and (c) comply with all such leases.
Debtor's rights under all such leases shall further be part of the Collateral,
and included in the security interest granted to Bank hereunder.
2.11 Debtor agrees to reimburse Bank upon demand for all fees and
expenses incurred by Bank (a) in seeking to collect the Indebtedness or any part
of it (through formal or informal collection actions, workouts or otherwise), in
defending the validity or priority of its security interest, or in pursuing its
rights and remedies under this Agreement or under any other agreement between
Bank and Debtor; (b) in connection with any proceeding (including, without
limit, bankruptcy, insolvency, administrative, appellate, or probate proceedings
or any lawsuit) in which Bank at any time is involved as a result of any lending
relationship or other financial accommodation involving Bank and Debtor; or (c)
incurred by Bank during the continuance of an Event of Default, which fees and
expenses relate to or would not have been incurred but for any lending
relationship or other financial accommodation involving Bank and Debtor. The
fees and expenses include, without limit, court costs, legal expenses,
reasonable attorneys' fees, paralegal fees, internal transfer charges for
in-house attorneys and paralegals and other services, and audit expenses.
2.12 Debtor at all times shall be in material compliance with all
applicable laws.
2.13 (a) Debtor is and shall be in material compliance with all
Environmental Laws. There are not and will not be Hazardous Materials on, in or
under any real or personal property ("Property") now or at any time owned,
occupied, or operated by Debtor which in any manner violates any Environmental
Law or which could be subject to remediation pursuant to any Environmental Law.
Debtor has not disposed of, manufactured, treated, stored, handled, used,
transported, or generated Hazardous Materials, and shall not in the future do
any of the above acts in violation of any Environmental Law.
(b) Debtor shall promptly conduct all investigations, testing,
removal and other actions necessary to clean up and remove all Hazardous
Materials on or affecting the Property in accordance with all Environmental
Laws. These actions will not be deemed to cure any breach of this Section.
(c) Debtor shall defend, indemnify and hold harmless Bank, its
employees, agents, shareholders, officers, and directors from and against any
and all claims, damages, fines, expenses, liabilities or causes of action of
whatever kind, including without limit consultant fees, legal expenses, and
reasonable attorneys' fees, suffered by any of them as a direct or indirect
result of any actual or asserted violation of any Environmental Law or of any
remediation relating to the Property required by any Environmental Law.
(d) Upon twenty (20) ten days notice to Debtor (except in an
emergency or where not practical under applicable law), Bank may (but is not
obligated to) enter on the Property or take such other actions as it deems
appropriate to inspect, test for, clean up, remove, minimize the impact of, or
advise governmental agencies of the possible existence of any Hazardous
Materials upon Bank's receipt of any notice from any source asserting the
existence of any Hazardous Materials in violation of Environmental Laws. All
costs and
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expenses so incurred by Bank, including without limit consultant fees, legal
expenses, and reasonable attorneys' fees, shall be payable by Debtor upon
demand, together with interest at the highest default rate which could be
charged by Bank to Debtor on any Indebtedness.
(e) The provisions of this section shall survive the repayment
of the Indebtedness, the satisfaction of all other obligations of Debtor to
Bank, the discharge or termination by Bank of any lien or security interest from
Debtor, and the foreclosure of or exercise of rights as to any Collateral.
(f) Debtor acknowledges that there may have been environmental
problems with regard to the Property prior to the date hereof, but that any and
all such environmental problems have been fully disclosed in writing to Bank.
2.14 Debtor acknowledges and agrees that if any Guaranty is executed by
the Debtor in connection with or related to this Agreement, all waivers
contained in that Guaranty shall be and are incorporated by reference into this
Agreement.
3. DEFAULTS, ENFORCEMENT AND APPLICATION OF PROCEEDS.
3.1 Reference is made to that certain Motor Vehicle Floor Planning
Agreement and Security Agreement being entered into contemporaneously with this
Agreement by and between Debtor and Bank (the "Floorplan Agreement"). The
Floorplan Agreement is hereby incorporated into and made a part hereof. Upon the
occurrence of any of the following events (each an "Event of Default"), Debtor
shall be in default under this Agreement:
(a) Any Default or Event of Default under the Floorplan
Agreement as if such Defaults or Events of Default were set out in full herein
(and if the Floorplan Agreement shall no longer be in effect, then such Defaults
or Events or Default shall continue to be applicable to this Agreement); or
(b) Any material failure or neglect to comply with, or breach
of, any of the terms, provisions, warranties or covenants of this Agreement; or
(c) Any failure to pay the Indebtedness when due, or such
portion of it as may be due, by acceleration or otherwise; or
(d) Bank has a reasonable basis to fear deterioration, removal
or waste of the Collateral; or
(e) If the Collateral or any part of it ceases to be personal
property unless shown to the contrary in this Agreement.
3.2 Upon the occurrence of any Event of Default, and which is not cured
within any applicable curative period provided for in the Floorplan Agreement
(and which curative period is applicable to any of the defaults or Events of
Default set forth herein, and also, which notice and curative period is hereby
incorporated into and made a part hereof), then Bank may at its discretion and
without prior notice to Debtor declare any or all of the Indebtedness to be
immediately due and payable, and shall have and may exercise any one or more of
the
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following rights and remedies:
(a) exercise all the rights and remedies available to Bank
under the Floorplan Agreement;
(b) exercise all the rights and remedies upon default, in
foreclosure and otherwise, available to secured parties under the provisions of
the Uniform Commercial Code and other applicable law;
(c) institute legal proceedings to foreclose upon and against
the lien and security interest granted by this Agreement, to recover judgment
for all amounts then due and owing as Indebtedness, and to collect the same out
of any of the Collateral or proceeds of any sale of it;
(d) institute legal proceedings for the sale, under the
judgment or decree of any court of competent jurisdiction, of any or all of the
Collateral; and/or
(e) personally or by agents, attorneys or appointment of a
receiver, enter upon any premises where the Collateral or any part of it may
then be located, and take possession of all or any part of it and/or render it
unusable, and without being responsible for loss or damage to such Collateral,
(i) hold, store, and keep idle, or lease,
operate, remove or otherwise use or permit the use of, the Collateral or any
part of it, for that time and upon those terms as Bank, in its sole discretion,
deems to be in its own best interest, and demand, collect and retain all
resulting earnings and other sums due and to become due from any party,
accounting only for net earnings, if any (unless the Collateral is retained in
satisfaction of the Indebtedness, in which case no accounting will be necessary)
arising from that use (which net earnings may be applied against the
Indebtedness) and charging against all receipts from the use of the Collateral
or from its sale, by court proceedings or pursuant to subsection (ii) below, all
other costs, expenses, charges, damages and other losses resulting from that
use; and/or
(ii) sell, lease or dispose of, or cause to
be sold, leased or disposed of, all or any part of the Collateral at one or more
public or private sales, leasings or other dispositions, at places and times and
on terms and conditions as Bank may deem fit, without any previous demand or
advertisement and, except as provided in this Agreement, all notice of sale,
lease or other disposition, and advertisement, and other notice or demand, any
right or equity of redemption, and any obligation of a prospective purchaser or
lessee to inquire as to the power and authority of Bank to sell, lease or
otherwise dispose of the Collateral or as to the application by Bank of the
proceeds of sale or otherwise, which would otherwise be required by, or
available to Debtor under, applicable law are expressly waived by Debtor to the
fullest extent permitted.
At any sale pursuant to this Section 3.2, whether
under the power of sale, by virtue of judicial proceedings or otherwise, it
shall not be necessary for Bank or a public officer under order of a court to
have present physical or constructive possession of the Collateral to be sold.
The recitals contained in any conveyances and receipts made and given by Bank or
the public officer to any purchaser at any sale made pursuant to this Agreement
shall, to the extent permitted by applicable law, conclusively establish the
truth and accuracy
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of the matters stated (including, without limit, as to the amounts of the
principal of and interest on the Indebtedness, the accrual and nonpayment of it
and advertisement and conduct of the sale); and all prerequisites to the sale
shall be presumed to have been satisfied and performed. Upon any sale of any of
the Collateral, the receipt of the officer making the sale under judicial
proceedings or of Bank shall be sufficient discharge to the purchaser for the
purchase money, and the purchaser shall not be obligated to see to the
application of the money. Any sale of any of the Collateral under this Agreement
shall be a perpetual bar against Debtor with respect to that Collateral.
3.3 The proceeds of any sale or other disposition of Collateral
authorized by this Agreement shall be applied by Bank first upon all expenses
authorized by the Uniform Commercial Code and all reasonable attorney fees and
legal expenses incurred by Bank; the balance of the proceeds of the sale or
other disposition shall be applied in the payment of the Indebtedness, first to
interest, then to principal, then to remaining Indebtedness, if any, and the
surplus, if any, shall be paid over to Debtor or to such other person(s) as may
be entitled to it under applicable law. Debtor shall remain liable for any
deficiency, which it shall pay to Bank immediately upon demand.
3.4 Nothing in this Agreement is intended, nor shall it be construed,
to preclude Bank from pursuing any other remedy provided by law for the
collection of any or all of the Indebtedness or for the recovery of any other
sum to which Bank may be or become entitled for the breach of this Agreement by
Debtor. Nothing in this Agreement shall reduce or release in any way any rights
or security interests of Bank contained in any existing agreement between Debtor
and Bank, nor shall anything in this Agreement modify the terms of any
Indebtedness owing to Bank on a demand basis.
3.5 No waiver of default or consent to any act by Debtor shall be
effective unless in writing and signed by an authorized officer of Bank. No
waiver of any default or forbearance on the part of Bank in enforcing any of its
rights under this Agreement shall operate as a waiver of any other default or of
the same default on a future occasion or of any rights.
3.6 After Default, Debtor irrevocably appoints (which appointment is
coupled with an interest) Bank or any employee or agent of Bank the true and
lawful attorney of Debtor (with full power of substitution) in the name, place
and stead of, and at the expense of, Debtor:
(a) to give any necessary receipts or acquittances for amounts
collected or received under this Agreement;
(b) to make all necessary transfers of all or any part of the
Collateral in connection with any sale, lease or other disposition made pursuant
to this Agreement;
(c) to adjust and compromise any insurance loss on the
Collateral and to endorse checks or drafts payable to Debtor in connection with
the insurance;
(d) to execute and deliver for value all necessary or
appropriate bills of sale, assignments and other instruments in connection with
any sale, lease or other disposition of the Collateral. Debtor ratifies and
confirms all that its said attorney (or any substitute) shall lawfully do under
this Agreement. Nevertheless, if requested by Bank or a purchaser or lessee,
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Debtor shall ratify and confirm any sale, lease or other disposition by
executing and delivering to Bank or the purchaser or lessee all proper bills of
sale, assignments, releases, leases and other instruments as may be designated
in any such request; and
(e) to execute and file in the name of and on behalf of Debtor
all financing statements or other filings deemed necessary or desirable by Bank
to evidence, perfect or continue the security interests granted in this
Agreement.
3.7 Upon the occurrence of an Event of Default, which Event of Default
remains uncured after any applicable curative period provided for in the
Floorplan Agreement, Debtor also agrees, upon request of Bank, to assemble the
Collateral and make it available to Bank at any place designated by Bank which
is reasonably convenient to Bank and Debtor.
4. MISCELLANEOUS.
4.1 This Agreement shall in all respects be governed by and construed
in accordance with the laws of the State of Florida.
4.2 This Agreement shall be terminated only by the filing of a
termination statement in accordance with the applicable provisions of the
Uniform Commercial Code, but the obligations contained in Section 2.13 of this
Agreement shall survive termination. Until terminated, the security interest
created by this Agreement shall continue in full force and effect and shall
secure and be applicable to all advances now or later made by Bank to Debtor,
whether or not Debtor is indebted to Bank immediately prior to the time of any
advance, and to all other Indebtedness.
4.3 Notwithstanding any prior revocation, termination, surrender or
discharge of this Agreement, the effectiveness of this Agreement shall
automatically continue or be reinstated, as the case may be, in the event that
(a) any payment received or credit given by the Bank in respect of the
Indebtedness is returned, disgorged or rescinded as a preference, impermissible
setoff, fraudulent conveyance, diversion of trust funds, or otherwise under any
applicable state or federal law, including, without limitation, laws pertaining
to bankruptcy or insolvency, in which case this Agreement shall be enforceable
against Debtor as if the returned, disgorged or rescinded payment or credit had
not been received or given, whether or not the Bank relied upon this payment or
credit or changed its position as a consequence of it; or (b) any liability is
imposed, or sought to be imposed, against the Bank relating to the environmental
condition of, or the presence of Hazardous Materials on, in or about, any
Property given as Collateral to the Bank whether this condition is known or
unknown, now exists or subsequently arises (excluding only conditions which
arise after any acquisition by the Bank of any such Property, by foreclosure, in
lieu of foreclosure or otherwise, to the extent due to the wrongful act or
omission of the Bank), in which case this Agreement shall be enforceable to the
extent of all liability, costs and expenses (including without limit reasonable
attorney fees) incurred by the Bank as the direct or indirect result of any
environmental condition or Hazardous Materials. In the event of continuation or
reinstatement of this Agreement, Debtor agree(s) upon demand by the Bank to
execute and deliver to the Bank those documents which the Bank determines are
appropriate to further evidence (in the public records or otherwise) this
continuation or reinstatement, although the failure of Debtor to do so shall not
affect in any way the reinstatement or continuation. If Debtor does not execute
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and deliver to the Bank upon demand such documents, the Bank and each Bank
officer is irrevocably appointed (which appointment is coupled with an interest)
the true and lawful attorney of Debtor (with full power of substitution) to
execute and deliver such documents in the name and on behalf of Debtor.
4.4 This Agreement and all the rights and remedies of Bank under this
Agreement shall inure to the benefit of Bank's successors and assigns and to any
other holder who derives from Bank title to or an interest in the Indebtedness
or any portion of it, and shall bind Debtor and the heirs, legal
representatives, successors and assigns of Debtor.
4.5 If there is more than one Debtor, all undertakings, warranties and
covenants made by Debtor and all rights, powers and authorities given to or
conferred upon Bank are made or given jointly and severally.
4.6 In addition to Bank's other rights, any indebtedness owing from
Bank to Debtor can be set off and applied by Bank on any Indebtedness at any
time(s) either before or after maturity or demand without notice to anyone.
4.7 In the event that applicable law shall obligate Bank to give prior
notice to Debtor of any action to be taken under this Agreement, Debtor agrees
that a written notice given to it at least five days before the date of the act
shall be reasonable notice of the act and, specifically, reasonable notification
of the time and place of any public sale or of the time after which any private
sale, lease, or other disposition is to be made, unless a shorter notice period
is reasonable under the circumstances. All notices given under this Agreement
shall be given in the manner set forth in the Floorplan Agreement (whether or
not the Floorplan Agreement is still in effect as of the date of the giving of
any such notice).
4.8 A carbon, photographic or other reproduction of this Agreement
shall be sufficient as a financing statement under the Uniform Commercial Code
and may be filed by Bank in any filing office.
4.9 No single or partial exercise, or delay in the exercise, of any
right or power under this Agreement, shall preclude other or further exercise of
the rights and powers under this Agreement.
4.10 The unenforceability of any provision of this Agreement shall not
affect the enforceability of the remainder of this Agreement.
4.11 No amendment or modification of this Agreement shall be effective
unless the same shall be in writing and signed by Debtor and an authorized
officer of Bank.
4.12 This Agreement constitutes the entire agreement of Debtor and Bank
with respect to the subject matter of this Agreement.
4.13 To the extent that any of the Indebtedness is payable upon demand,
nothing contained in this Agreement shall modify the terms and conditions of
that Indebtedness nor shall anything contained in this Agreement prevent Bank
from making demand, without notice and with or without reason, for immediate
payment of any or all of that Indebtedness at any time(s), whether or not an
Event of Default has occurred.
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5. STATEMENT OF BUSINESS NAME, RESIDENCE AND LOCATION OF COLLATERAL.
Debtor warrants, covenants and agrees as follows:
5.1 Debtor's chief executive office is located in the County of
Seminole, State of Florida.
Mailing Address: 0000 Xxxxxxx 00-00 Xxxxx, Xxxxxxx, Xx 00000.
This location is leased by the Debtor.
5.2 (Intentionally Deleted)
5.3 Any other places of business of Debtor are indicated below:
NONE .
5.4 Debtor's correct legal name is set forth at the end of this
Agreement, and Debtor also does business under the tradename "Xxx Xxxxxx'x
Seminole Ford." During the past five years, Debtor has not conducted business
under any other name except as set forth in any appropriately labeled schedule
attached to this Agreement.
5.5 Until Bank is advised in writing by Debtor to the contrary, all
notices, requests and demands required under this Agreement or by law shall be
given to, or made upon, Debtor at the address indicated in Section 5.1 above.
5.6 The Collateral (or any records concerning the Collateral) will be
kept at Debtor's address(es) above and/or in the County of Seminole, State of
Florida.
Mailing Address: 0000 Xxxxxxx 00-00 Xxxxx, Xxxxxxx, Xx 00000.
This location is leased by the Debtor.
5.7 Debtor will give Bank not less than 90 days prior written notice of
all contemplated changes in Debtor's name, identity, corporate structure, and/or
any of the above addresses, but the giving of this notice shall not cure any
default caused by this change.
6. APPLICABILITY OF THIS AGREEMENT. This Agreement secures all of the
Indebtedness (as that term is defined herein), including without limitation the
following loan and credit transactions with Bank:
(1) $10,000,000.00 New Car Floorplan Line to Debtor.
(2) $1,000,000.00 Revolving Credit Facility to Debtor.
7. JURY WAIVER.
7.1 DEBTOR AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY
AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO TRIAL BY JURY
IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN
ANY WAY RELATED TO, THIS AGREEMENT
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OR THE INDEBTEDNESS.
FIRST TEAM FORD, LTD., a Florida
limited partnership, by its sole general partner:
FIRST TEAM MANAGEMENT, INC., a Florida
corporation
By: ______________________________________________
X. Xxxxxx Peacock, as its Vice President
(CORPORATE SEAL)
Date executed: April 1st, 1996
EXHIBIT "A"
(SCHEDULE OF EQUIPMENT)
Exhibit "A" not attached - this agreement covers all Equipment.
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