Exhibit 10.80
MASTER SECURITY AGREEMENT
THIS MASTER SECURITY AGREEMENT, made as of ___________________, 1999
("Agreement"), by and between General Electric Capital Corporation, a New York
corporation with an address at 00 Xxx Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000
("Secured Party"), and Tarrant Mexico, S de X.X. de C.V., a corporation
organized and existing under the laws of the state of __________ with its chief
executive offices located at __________________________________ ("Debtor").
In consideration of the promises herein contained and of certain other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Debtor and Secured Party hereby agree as follows:
1. CREATION OF SECURITY INTEREST.
Debtor hereby gives, grants and assigns to Secured Party, its successors
and assigns forever, a security interest in and against any and all property
listed on any collateral schedule now or hereafter annexed hereto or made a part
hereof ("Collateral Schedule"), and in and against any and all additions,
attachments, accessories and accessions thereto, any and all substitutions,
replacements or exchanges therefor, and any and all insurance and/or other
proceeds thereof (all of the foregoing being hereinafter individually and
collectively referred to as the "Collateral"). The foregoing security interest
is given to secure the payment and performance of any and all debts, obligations
and liabilities of any kind, nature or description whatsoever (whether primary,
secondary, direct, contingent, sole, joint or several, or otherwise, and whether
due or to become due) of (a) Debtor to Secured Party, now existing or hereafter
arising, under this Agreement, any Collateral Schedule, the Corporate Guaranty
dated the date hereof (the "Guaranty") from Debtor in favor of Secured Party and
the Trust (as hereinafter defined) and (b) Tarrant Apparel Group ("Tarrant") to
Secured Party, now existing or hereafter arising under that certain Loan
Agreement dated the date hereof, the Promissory Note dated the date hereof from
Tarrant to Secured Party in the original principal amount of U.S. $12,500,000.00
and the Debt Documents (as defined in the Loan Agreement), and any renewals,
extensions and modifications of any such debts, obligations and liabilities (all
of the foregoing being hereinafter referred to as the "Indebtedness").
The parties hereto expressly acknowledge that Secured Party, Debtor and GE
Capital Bank, S.A., Division Fiduciaria, Institucion de Banca Multiple, Grupo
Financiero GE Capital (a Mexican Banking Institution duly authorized to act as
such - the "Trustee"), are parties to that certain Administration Trust
Agreement number _______dated ______________, 1999 (the "Trust"), wherein
Secured Party has placed the Collateral to further secure Debtor's obligations
to Secured Party under this Agreement. In connection with the foregoing and
without prejudice to Secured Party's rights hereunder and under the Trust,
Secured Party hereby agrees not to give any instructions to the Trustee to
relocate or assert control over the Collateral unless an Event of Default (as
this term is defined in Section 7 below) occurs hereunder and Debtor receives
the notice required pursuant to the terms of the Trust. Secured Party and Debtor
further agree that, in the event of an inconsistency between the terms and
conditions of this Agreement and the terms and conditions of the Trust, the
terms of this Agreement shall govern the resolution of any dispute between
Secured Party and Debtor relating to the Collateral.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.
Debtor hereby represents, warrants and covenants as of the date hereof and
as of the date of execution of each Collateral Schedule hereto that:
(a) Debtor is, and will remain, duly organized, existing and in good
standing under the laws of the State set forth in the first paragraph of this
Agreement, has its chief executive offices at the location set forth in such
paragraph, and is, and will remain, duly qualified and licensed in every
jurisdiction wherever necessary to carry on its business and operations;
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(b) Debtor has adequate power and capacity to enter into, and to perform
its obligations, under this Agreement, the Guaranty and any other documents
evidencing, or given in connection with, any of the Indebtedness (all of the
foregoing being hereinafter referred to as the "Debt Documents");
(c) This Agreement and the other Debt Documents have been duly authorized,
executed and delivered by Debtor and constitute legal, valid and binding
agreements enforceable under all applicable laws in accordance with their terms,
except to the extent that the enforcement of remedies may be limited under
applicable bankruptcy and insolvency laws;
(d) No approval, consent or withholding of objections is required from any
governmental authority or instrumentality with respect to the entry into, or
performance by, Debtor of any of the Debt Documents, except such as may have
already been obtained;
(e) The entry into, and performance by, Debtor of the Debt Documents will
not (i) violate any of the organizational documents of Debtor or any judgment,
order, law or regulation applicable to Debtor, or (ii) result in any breach of,
constitute a default under, or result in the creation of any lien, claim or
encumbrance on any of Debtor's property (except for liens in favor of Secured
Party) pursuant to, any indenture mortgage, deed of trust, bank loan, credit
agreement, or other agreement or instrument to which Debtor is a party;
(f) There are no suits or proceedings pending or threatened in court or
before any commission, board or other administrative agency against or affecting
Debtor which if adversely decided against Debtor would, in the aggregate, have a
material adverse effect on Debtor, its business or operations, or its ability to
perform its obligations under the Debt Documents;
(g) All financial statements delivered to Secured Party in connection with
the Indebtedness have been prepared in accordance with generally accepted
accounting principles, and since the date of the most recent financial
statement, there has been no material adverse change;
(h) The Collateral is not, and will not be, used by Debtor for personal,
family or household purposes;
(i) The Collateral is, and will remain, in good condition and repair and
Debtor will not be negligent in the care and use thereof;
(j) Debtor is, and will remain, the sole and lawful owner, and in
possession of, the Collateral, and has the sole right and lawful authority to
grant the security interest described in this Agreement;
(k) The Collateral is, and will remain, free and clear of all liens,
claims and encumbrances of every kind, nature and description, except for (i)
liens in favor of Secured Party, (ii) liens for taxes not yet due or for taxes
being contested in good faith and which do not involve, in the reasonable
judgment of Secured Party, any risk of the sale, forfeiture or loss of any of
the Collateral, and (iii) inchoate materialmen's, mechanic's, repairmen's and
similar liens arising by operation of law in the normal course of business for
amounts which are not delinquent (all of such permitted liens being hereinafter
referred to as "Permitted Liens");
(l) Debtor has good and marketable title to its assets as disclosed on any
balance sheets supplied to Secured Party pursuant to this Agreement, including,
without limitation, the Collateral. Such property and assets (including, without
limitation, the Collateral) are subject to no lien or encumbrance of any kind,
except for liens arising pursuant to or expressly permitted by this Agreement;
and
(m) The real estate where the Collateral is and shall be located
throughout the term hereof is located at the location set forth on the
applicable Collateral Schedule, and such real estate is free and clear of any
lien or encumbrance of any kind whatsoever and such is evidenced by a
certificate of no lien
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(Certificado de Libertad de Gravamenes) issued by the Public Registry of the
State in which the real estate is located, a copy of which shall be delivered by
Debtor to Secured Party.
3. COLLATERAL.
(a) Until the declaration of an Event of Default hereunder and at all
times subject to the Trust, Debtor shall remain in possession of the Collateral;
provided, however, that Secured Party shall have the right to possess (i) any
chattel paper or instrument that constitutes a part of the Collateral, and (ii)
any other Collateral which because of its nature may require that Secured
Party's security interest therein be perfected by possession. Secured Party, its
successors and assigns, and their respective agents, shall have the right to
examine and inspect any of the Collateral at any time during normal business
hours upon reasonable notice.
(b) Debtor shall (i) use the Collateral only in its trade or business,
(ii) maintain all of the Collateral in good condition and working order, (iii)
use and maintain the Collateral only in compliance with all applicable laws, and
(iv) keep all of the Collateral free and clear of all liens, claims and
encumbrances (except for Permitted Liens).
(c) Subject to the terms of the Trust, Debtor shall not, without the prior
written consent of Secured Party, (i) part with possession of any of the
Collateral (except to Secured Party or for maintenance and repair), (ii) remove
any of the Collateral from its original location, or (iii) sell, rent, lease,
mortgage, grant a security interest in or otherwise transfer or encumber (except
for Permitted Liens) any of the Collateral.
(d) Debtor shall pay promptly when due all taxes, license fees,
assessments and public and private charges levied or assessed on any of the
Collateral, on the use thereof, or on this Agreement or any of the other Debt
Documents. Secured Party may discharge taxes, liens, security interests or other
encumbrances at any time levied or placed on the Collateral and may pay for the
maintenance, insurance and preservation of the Collateral or to effect
compliance with the terms of this Agreement or any of the other Debt Documents
in the event Debtor fails to do so in accordance with the terms hereof. Debtor
shall reimburse Secured Party, on demand, for any and all costs and expenses
incurred by Secured Party in connection therewith and agrees that such
reimbursement obligation shall be secured hereby.
(e) Debtor shall, at all times, keep accurate and complete records of the
Collateral, and Secured Party, its successors and assigns, and their respective
agents, shall have the right to examine, inspect, and make extracts from all of
Debtor's books and records relating to the Collateral at any time during normal
business hours upon reasonable notice.
(f) Any third person at any time and from time to time holding all or any
portion of the Collateral shall be deemed to, and shall, hold the Collateral as
the agent of, and as pledge holder for, Secured Party. At any time and from time
to time, Secured Party may give notice to any third person holding all or any
portion of the Collateral that such third person is holding the Collateral as
the agent of, and as pledge holder for, the Secured Party.
(g) Debtor shall not, without the prior written consent of Secured Party,
rent, lease, mortgage, grant a security interest in or otherwise transfer or
encumber the real estate where the Collateral is and shall be located throughout
the term hereof. Secured Party's consent as aforesaid, shall be conditioned
upon, among other things, Debtor securing from the lessee, mortgagee, creditor,
landlord or otherwise, and delivering to Secured Party a waiver and
subordination, in form and substance satisfactory to Secured Party, from said
person, expressly acknowledging Secured Party's rights and interests in and to
the Collateral. Notwithstanding the foregoing, and among other conditions at
Secured Party's sole discretion, such waiver and subordination shall expressly
and irrevocably afford Secured Party, at no cost to Secured Party, the right to
maintain the Collateral at said location, for at least 180 days following the
date any such mortgagee, creditor, landlord or other interested party exercises
its respective rights under the relevant mortgage, lease or security document.
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4. INSURANCE.
The Collateral shall at all times be held at Debtor's risk, and Debtor
shall keep it insured against loss or damage by fire and extended coverage
perils, theft, burglary, and for any or all Collateral which are vehicles, for
risk of loss by collision, and where requested by Secured Party, against other
risks as required thereby, for the full replacement value thereof, with
companies, in amounts and under policies acceptable to Secured Party. Debtor
shall, if Secured Party so requires, deliver to Secured Party policies or
certificates of insurance evidencing such coverage. Each policy shall name
Secured Party as loss payee thereunder, shall provide for coverage to Secured
Party regardless of the breach by Debtor of any warranty or representation made
therein, shall not be subject to co-insurance, and shall provide for thirty (30)
days written notice to Secured Party of the cancellation or material
modification thereof. Debtor hereby appoints Secured Party as its attorney in
fact to make proof of loss, claim for insurance and adjustments with insurers,
and to execute or endorse all documents, checks or drafts in connection with
payments made as a result of any such insurance policies. Proceeds of insurance
shall be applied, at the option of Secured Party, to repair or replace the
Collateral or to reduce any of the Indebtedness secured hereby.
5. REPORTS.
(a) Debtor shall promptly notify Secured Party in the event of (i) any
change in the name of Debtor, (ii) any relocation of its chief executive
offices, (iii) any relocation of any of the Collateral, (iv) any of the
Collateral being lost, stolen, missing, destroyed, materially damaged or worn
out, or (v) any lien, claim or encumbrance attaching or being made against any
of the Collateral other than Permitted Liens.
(b) Debtor will deliver to Secured Party Debtor's complete financial
statements, certified by a recognized firm of certified public accountants,
within ninety (90) days of the close of each fiscal year of Debtor. Debtor will
also deliver to Secured Party copies of Debtor's quarterly financial reports
certified by Debtor's chief financial officer, within ninety (90) days after the
close of each of Debtor's fiscal quarter. Debtor will deliver to Secured Party
copies of all Forms 10-K and 10-Q, if any, within 30 days after the dates on
which they are filed with the Securities and Exchange Commission. Any and all
financial statements submitted and to be submitted to Secured Party have and
will have been prepared on a basis of generally accepted accounting principles,
and are and will be complete and correct and fairly present Debtor's financial
condition as at the date thereof. Secured Party may at any reasonable time
examine the books and records of Debtor and make copies thereof upon reasonable
notice.
6. FURTHER ASSURANCES.
(a) Debtor shall, upon request of Secured Party, furnish to Secured Party
such further information, execute and deliver to Secured Party such documents
and instruments (including, without limitation, Uniform Commercial Code
financing statements and any other public filings) and do such other acts and
things, as Secured Party may at any time reasonably request relating to the
perfection or protection of the security interest created by this Agreement or
for the purpose of carrying out the intent of this Agreement. Without limiting
the foregoing, Debtor shall cooperate and do all acts deemed necessary or
advisable by Secured Party to continue in Secured Party a perfected first
security interest in the Collateral, and shall obtain and furnish to Secured
Party any subordinations, releases, landlord, lessor, or mortgagee waivers, and
similar documents as may be from time to time requested by, and which are in
form and substance satisfactory to, Secured Party.
(b) Debtor shall indemnify and defend the Secured Party, its successors
and assigns, and their respective directors, officers and employees, from and
against any and all claims, actions and suits (including, without limitation,
related attorneys' fees) of any kind, nature or description whatsoever arising,
directly or indirectly, in connection with any of the Collateral except claims
arising as a result of the gross negligence or intentional misconduct of Secured
Party or Trustee.
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7. EVENTS OF DEFAULT.
Debtor shall be in default under this Agreement and each of the other Debt
Documents upon the occurrence of any of the following "Event(s) of Default":
(a) Debtor fails to pay any installment or other amount due or coming due
under any of the Debt Documents within ten (10) days after its due date;
(b) Debtor, without the prior written consent of Secured Party, attempts
to or does sell, rent, lease, mortgage, grant a security interest in, or
otherwise transfer or encumber (except for Permitted Liens) any of the
Collateral;
(c) Debtor fails to procure, or maintain in effect at all times, any of
the insurance on the Collateral in accordance with Section 4 of this Agreement;
(d) Debtor breaches any of its other obligations under any of the Debt
Documents and fails to cure the same within thirty (30) days after written
notice thereof;
(e) Any warranty, representation or statement made by Debtor in any of the
Debt Documents or otherwise in connection with any of the Indebtedness shall be
false or misleading in any material respect when made;
(f) Any of the Collateral being subjected to, attachment, execution, levy,
seizure or confiscation in any legal proceeding;
(g) Any default by Debtor under any other agreement between Debtor and
Secured Party;
(h) Any dissolution, termination of existence, insolvency or business
failure of Debtor;
(i) The appointment of a receiver for all or of any part of the property
of Debtor, or any assignment for the benefit of creditors by Debtor;
(j) The filing of a petition by Debtor under any bankruptcy, insolvency or
similar law, or the filing of any such petition against Debtor if the same is
not dismissed within thirty (30) days of such filing;
(k) Debtor defaults under any other material obligation for (i) borrowed
money, (ii) the deferred purchase price of property or (iii) payments due under
any lease agreement;
(l) Debtor shall have consolidated with, merged into or conveyed or leased
substantially all of its assets as an entirety to any person (such actions being
referred to as an "Event"), unless not less than sixty (60) days prior to such
Event: (x) such person is organized and existing under the laws of the United
States or any state, and executes and delivers to Secured Party an agreement
containing an effective assumption by such person of the due and punctual
performance of this Agreement or guaranty thereof, as the case may be, and (y)
Secured Party is reasonably satisfied as to the credit worthiness of such
person; or
(m) Tarrant shall not own the majority of Debtor's outstanding capital
stock at any time.
8. REMEDIES ON DEFAULT.
(a) Upon the occurrence of an Event of Default under this Agreement, the
Secured Party, at its option, may declare any or all of the Indebtedness, to be
immediately due and payable, without demand or notice to Debtor or Tarrant. The
obligations and liabilities accelerated thereby shall bear interest (both before
and after any judgment) until paid in full at the lower of the Prime Rate (as
hereinafter defined) plus three percent (3%) per annum or the maximum rate not
prohibited by applicable law. As used herein, "Prime Rate" shall mean the
floating and fluctuating per annum rate of interest of Citibank, N.A. (the
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"Bank") at any time or from time to time established and declared by the Bank in
its sole and absolute discretion as its prime rate. The Prime Rate does not
necessarily represent the lowest rate of interest charged by the Bank to
borrowers.
(b) Upon such declaration of default, Secured Party shall have all of the
rights and remedies of a Secured Party under the Uniform Commercial Code, and
under any other applicable law. Without limiting the foregoing, Secured Party
shall have the right to (i) notify any account debtor of Debtor or any obligor
on any instrument which constitutes part of the Collateral to make payment to
the Secured Party, (ii) with or without legal process, enter any premises where
the Collateral may be and take possession and/or remove said Collateral from
said premises, (iii) sell the Collateral at public or private sale, in whole or
in part, and have the right to bid and purchase at said sale, (iv) lease or
otherwise dispose of all or part of the Collateral, applying proceeds therefrom
to the obligations then in default; and/or (v) maintain the Collateral at the
premises at which the Collateral is located, and use such premises for any of
the purposes stated herein, for 180 days after Secured Party takes possession of
the Collateral free of any rent or cost to Secured Party. If requested by
Secured Party, Debtor shall promptly assemble the Collateral and make it
available to Secured Party at a place to be designated by Secured Party which is
reasonably convenient to both parties. Secured Party may also render any or all
of the Collateral unusable at the Debtor's premises and may dispose of such
Collateral on such premises without liability for rent or costs. Any notice
which Secured Party is required to give to Debtor under the Uniform Commercial
Code or the laws of the jurisdiction in which the Collateral is located of the
time and place of any public sale or the time after which any private sale or
other intended disposition of the Collateral is to be made shall be deemed to
constitute reasonable notice if such notice is given to the last known address
of Debtor at least five (5) days prior to such action.
(c) Proceeds from any sale or lease or other disposition shall be applied:
first, to all costs of repossession, storage, and disposition including without
limitation reasonable attorneys', appraisers', and auctioneers' fees; second, to
discharge the obligations then in default; third, to discharge any other
indebtedness then due and owing (whether by acceleration or otherwise) of Debtor
to Secured Party, whether as obligor, endorsor/endorser, guarantor, surety or
indemnitor; fourth, to expenses incurred in paying or settling liens and claims
against the Collateral; and lastly, to Debtor, if there exists any surplus.
Debtor shall remain fully liable for any deficiency.
(d) In the event this Agreement, any Note or any other Debt Documents are
placed in the hands of an attorney for collection of money due or to become due
or to obtain performance of any provision hereof, Debtor agrees to pay all
reasonable attorneys' fees incurred by Secured Party, and further agrees that
payment of such fees is secured hereunder.
(e) Secured Party's rights and remedies hereunder or otherwise arising are
cumulative and may be exercised singularly or concurrently. Neither the failure
nor any delay on the part of the Secured Party to exercise any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. Secured
Party shall not be deemed to have waived any of its rights hereunder or under
any other agreement, instrument or paper signed by Debtor unless such waiver be
in writing and signed by Secured Party. A waiver on any one occasion shall not
be construed as a bar to or waiver of any right or remedy on any future
occasion.
(f) DEBTOR HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY,
THIS AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS, ANY OF THE INDEBTEDNESS SECURED
HEREBY, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE SUBJECT
MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP
THAT IS BEING ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). THIS
WAIVER
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IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT, ANY OTHER DEBT DOCUMENTS, OR TO ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION.
IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO
A TRIAL BY THE COURT.
9. MISCELLANEOUS.
(a) This Agreement and/or any of the other Debt Documents may be assigned,
in whole or in part, by Secured Party without notice to Debtor, and Debtor
hereby waives and agrees not to assert against any such assignee, or assignee's
assigns, any defense, set-off, recoupment claim or counterclaim which Debtor has
or may at any time have against Secured Party for any reason whatsoever. Debtor
agrees that if Debtor receives written notice of an assignment from Secured
Party, Debtor will pay all amounts payable under any assigned Debt Documents to
such assignee or as instructed by Secured Party. Debtor also agrees to confirm
in writing receipt of the notice of assignment as may be reasonably requested by
assignee.
(b) All notices to be given in connection with this Agreement shall be in
writing, shall be addressed to the parties at their respective addresses set
forth hereinabove (unless and until a different address may be specified in a
written notice to the other party), and shall be deemed given (i) on the date of
receipt if delivered in hand or by facsimile transmission, (ii) on the next
business day after being sent by express mail, and (iii) on the fourth business
day after being sent by regular, registered or certified mail. As used herein,
the term "business day" shall mean and include any day other than Saturdays,
Sundays, or other days on which commercial banks in Puebla, Mexico, Los Angeles,
California or New York, New York are required or authorized to be closed.
(c) Time is of the essence hereof. This Agreement shall be binding,
jointly and severally, upon all parties described as the "Debtor" and their
respective heirs, executors, representatives, successors and assigns, and shall
inure to the benefit of Secured Party, its successors and assigns.
(d) This Agreement and its Collateral Schedules constitute the entire
agreement between the parties with respect to the subject matter hereof and
supercede all prior understandings (whether written, verbal or implied) with
respect thereto. This Agreement and its Collateral Schedules shall not be
changed or terminated orally or by course of conduct, but only by a writing
signed by both parties hereto. Section headings contained in this Agreement have
been included for convenience only, and shall not affect the construction or
interpretation hereof.
(e) This Agreement shall continue in full force and effect until all of
the Indebtedness has been indefeasibly paid in full to Secured Party. The
surrender, upon payment or otherwise, of the Guaranty, the Note or any of the
other documents evidencing any of the Indebtedness shall not affect the right of
Secured Party to retain the Collateral for such other Indebtedness as may then
exist or as it may be reasonably contemplated will exist in the future. This
Agreement shall automatically be reinstated in the event that Secured Party is
ever required to return or restore the payment of all or any portion of the
Indebtedness (all as though such payment had never been made).
(f) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT.
(g) Debtor acknowledges that it has been advised that General Electric
Capital Corporation may act hereunder for itself and as agent for certain third
parties (each being herein referred to as a "Participant"); and that the
interest of the Secured Party in this Agreement, the Collateral Schedules, the
Notes, related instruments and documents and/or the Collateral may be conveyed
to, in whole or in part,
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and may be used as security for financing obtained from, one or more third
parties without the consent of Debtor (the "Syndication"). Debtor agrees
reasonably to cooperate with Secured Party in connection with the Syndication,
including the execution and delivery of such other documents, instruments,
notices, certificates and acknowledgements as reasonably may be required by
Secured Party or such Participant; provided, however, in no event shall Debtor
be required to consent to any change that would adversely affect any of the
economic terms of the transactions contemplated herein.
IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound
hereby, have duly executed this Agreement in one or more counterparts, each of
which shall be deemed to be an original, as of the day and year first aforesaid.
SECURED PARTY:
General Electric Capital Corporation
By:__________________________________
Title:_______________________________
DEBTOR:
Tarrant Mexico, S de X.X. de C.V.
By: /s/ Xxxxxxx X. Xxxxx
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Title:_______________________________
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