LOAN AND SECURITY AGREEMENT
XX
Xxx
000 XX
Xxxxxx
House South Church Street
Xxxxxx
Town E9 00000
(Hereinafter
referred to as "Borrower")
Wachovia
Bank, National Association
000
Xxxxx
Xxxxxxx Xxxxxx
One
Wachovia Center, NC 0600
Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000
(Hereinafter
referred to as the "Bank")
This
Loan
Agreement ("Agreement") is entered into February 28, 2008, by and between Bank
and Borrower.
This
Agreement applies to the loan or loans (individually and collectively, the
"Loan") evidenced by a promissory note of even date herewith, as modified from
time to time (the "Note") and all Loan Documents. The terms “Default”, "Loan
Documents" and "Obligations," as used in this Agreement, are defined in the
Note. “Collateral”, “Trust” and “Trust Agreement” are defined in attached
Schedule
1.
Relying
upon the covenants, agreements, representations and warranties contained in
this
Agreement, Bank is willing to extend credit to Borrower upon the terms and
subject to the conditions set forth herein, and Bank and Borrower agree as
follows:
ADVANCES. Subject
to and upon the terms and conditions contained herein, Bank agrees to make
revolving loans to Borrower from time to time in amounts requested by Borrower
up to the amount equal to the Revolving Loan Limit, with such revolving loans
to
be evidenced by the Note. “Revolving Loan Limit” means $500,000.00. The
aggregate amount outstanding under the Note shall at no time exceed the
Revolving Loan Limit. In the event that the aggregate amount of the loans
outstanding at any time exceeds the Revolving Loan Limit, such event shall
not
limit, waive or otherwise affect any rights of Bank in such circumstances or
on
any future occasions and Borrower shall, within one business day repay to Bank
the entire amount of any such excess so that the aggregate amount of loans
outstanding is less than the Revolving Loan Limit.
SECURITY
INTEREST. To
secure
the prompt payment in full when due, whether by lapse of time, acceleration,
mandatory prepayment or otherwise, and performance of the Obligations, Borrower
hereby grants to Bank a continuing security interest in the Collateral. In
addition, except as prohibited by law, Borrower grants Bank a security interest
in all of Borrower's accounts with Bank and any of Bank’s affiliates.
Notwithstanding the foregoing, Bank
expressly waives any claim or right to assert a claim against the assets or
property of the Trust and will not seek repayment of the Loan or pursue other
recourse against the Trust or any of its assets or property.
1
REPRESENTATIONS.
Borrower
represents that from the date of this Agreement and until final payment in
full
of the Obligations: Accurate
Information.
All
information and reports now and hereafter furnished to Bank are and will be
true, correct and complete in all material respects as of the date(s) of any
such information or reports, as the case may be. Any such information and
reports relating to Borrower's financial condition will accurately reflect
Borrower's financial condition as of the date(s) of any such information or
reports, as the case may be (including all contingent liabilities of every
type). Authorization;
Non-Contravention.
The
execution, delivery and performance by Borrower of this Agreement and other
Loan
Documents to which it is a party are within its power, have been duly authorized
as may be required and, if necessary, by making appropriate filings with any
governmental agency or unit and are the legal, binding, valid and enforceable
obligations of Borrower and do not (i) contravene, or constitute (with or
without the giving of notice or lapse of time or both) a violation of any
provision of applicable law, a violation of the organizational documents of
Borrower, or a default under any agreement, judgment, injunction, order, decree
or other instrument binding upon or affecting Borrower, (ii) result in the
creation or imposition of any lien (other than any lien(s) created by the Loan
Documents) on any of Borrower's assets, or (iii) give cause for the acceleration
of any obligations of Borrower to any other creditor. Discharge
of Liens and Taxes.
Borrower
has duly filed, paid and/or discharged all taxes or other claims that may become
a lien on any of its property or assets, except to the extent that such items
are being appropriately contested in good faith and an adequate reserve for
the
payment thereof is being maintained. Sufficiency
of Capital.
Borrower
is not, and after consummation of this Agreement and after giving effect to
all
indebtedness incurred and liens created by Borrower in connection with the
Note
and any other Loan Documents, will not be, insolvent within the meaning of
11
U.S.C. § 101, as in effect from time to time. Compliance
with Laws.
Except
where non-compliance does not and could not reasonably be expected to have
a
material adverse effect on the business, financial position, results of
operations, properties or prospects of Borrower (a “Material Adverse Effect”),
Borrower and any subsidiary and affiliate of Borrower is in compliance in all
material respects with all federal, state and local laws, rules and regulations
applicable to its properties, operations, business, and finances, including,
without limitation, any federal or state laws relating to liquor (including
18
U.S.C. § 3617, et seq.) or narcotics (including 21 U.S.C. § 801, et seq.) and/or
any commercial crimes; all applicable federal, state and local laws and
regulations intended to protect the environment; and the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), if applicable. None of
Borrower, or any subsidiary or affiliate of Borrower is a Sanctioned Person
or
has any of its assets in a Sanctioned Country or does business in or with,
or
derives any of its operating income from investments in or transactions with,
Sanctioned Persons or Sanctioned Countries in violation of economic sanctions
administered by OFAC. The proceeds from the Loan will not be used to fund any
operations in, finance any investments or activities in, or make any payments
to, a Sanctioned Person or a Sanctioned Country. “OFAC” means the U.S.
Department of the Treasury’s Office of Foreign Assets Control. “Sanctioned
Country” means a country subject to a sanctions program identified on the list
maintained by OFAC and available at
xxxx://xxx.xxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx/xxxxxxxxx/, or as otherwise
published from time to time. “Sanctioned Person” means (i) a person named on the
list of Specially Designated Nationals or Blocked Persons maintained by OFAC
available at xxxx://xxx.xxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx/xxx/, or as otherwise
published from time to time, or (ii) (A) an agency of the government of a
Sanctioned Country, (B) an organization controlled by a Sanctioned Country,
or
(C) a person resident in a Sanctioned Country to the extent subject to a
sanctions program administered by OFAC. Organization
and Authority.
Borrower
is duly created, validly existing and in good standing under the laws of its
jurisdiction of organization, and has all powers, governmental licenses,
authorizations, consents and approvals required to operate its business as
now
conducted and to enter into the Loan Documents. No governmental approval or
filings are necessary in order for Borrower to execute, deliver and perform
the
Loans Documents. Borrower is duly qualified, licensed and in good standing
in
each jurisdiction where qualification or licensing is required by the nature
of
its business or the character and location of its property, business or
customers, and in which the failure to so qualify or be licensed, as the case
may be, in the aggregate, could have a Material Adverse Effect. Security
Interest.
Bank has
a first priority perfected security interest in the Collateral, free and clear
of any adverse claims and there are no prohibitions or restrictions that impair
the ability of the Borrower to grant a security interest in the Collateral.
Indemnity.
Borrower
will indemnify Bank and its affiliates (each, an “Indemnified Party”) from and
against any losses, liabilities, claims, damages, penalties or fines imposed
upon, asserted or assessed against or incurred by Bank arising out of the
inaccuracy or breach of
any of
the representations contained in this Agreement or any other Loan Documents;
provided, however, that no such indemnity shall be available to the Indemnified
Party if such losses, liabilities, claims, damages, penalties or fine which
gave
rise to such indemnification claim were caused by or resulted from the gross
negligence or willful misconduct of any Indemnified Party.
AFFIRMATIVE
COVENANTS. Borrower
agrees that from the date hereof
and until
final
payment in full of the Obligations, unless Bank shall otherwise consent in
writing, Borrower will: Maintenance
and Access to Books and Records.
Maintain, at all times, in all material respects, correct and complete books,
records and accounts in which complete, correct and timely entries are made
of
its transactions in accordance with GAAP and allow Bank, or its agents, during
normal business hours, upon reasonable advance notice, access to the books,
records and such other documents of Borrower as Bank shall reasonably require,
and allow Bank, at Borrower’s expense, during normal business hours and upon
reasonable advance notice, to inspect, audit and examine the same and to make
extracts therefrom and to make copies thereof. Compliance
with Agreements.
Comply
in all material respects with all terms and conditions contained in this
Agreement and the other Loan Documents. Estoppel
Certificate.
Furnish,
within 15 days after request by Bank, a written statement duly acknowledged
of
the amount due under the Loan and whether offsets or defenses exist against
the
Obligations. Insurance.
Maintain adequate insurance coverage with respect to its properties and business
against loss or damage of the kinds and in the amounts customarily insured
against by companies of established reputation engaged in the same or similar
businesses. Notice
of Default and Other Notices.
(a)
Notice
of Default.
Furnish
to Bank immediately upon a senior officer of Borrower becoming aware of the
existence of any condition or event which constitutes a Default or any event
which, upon the giving of notice or lapse of time or both, may become a Default,
written notice specifying the nature and period of existence thereof and the
action which Borrower is taking or proposes to take with respect thereto. (b)
Other
Notices.
Promptly
notify Bank in writing of: (i) any material adverse change in its financial
condition or its business; (ii) any default under any material agreement,
contract or other instrument to which it is a party or by which any of its
properties are bound, or any acceleration of the maturity of any indebtedness
owing by Borrower; (iii) any material adverse claim against or affecting
Borrower or any part of its properties; (iv) the commencement of, and any
determination in, any litigation with any third party or any proceeding before
any governmental agency or unit which could reasonably be expected to have
a
material adverse effect on Bank, Borrower’s ability to perform its obligations
under the Loan Documents or on Borrower or any of its business, assets,
financial condition, or operations; (v) at least 30 days prior thereto, any
change in Borrower's name or address as shown above, and/or any change in
Borrower's structure; and (vi) within 3 business days thereof, any proposed
material change in Borrower’s accounting policy, which change shall be approved
by Bank, except for any such change that is required by GAAP. Other
Financial Information.
Deliver
promptly such other information regarding the operation, business affairs,
and
financial condition of Borrower which Bank may reasonably request. Reports
and Proxies.
Deliver
to Bank, promptly, a copy of all financial statements, material reports,
material notices, and all regular or periodic material reports required to
be
filed by Borrower with any governmental agency or authority. Collateral
Disbursements and Maintenance of Account.
With
respect to all funds that represent Collateral, Borrower shall cause such funds
to be directed exclusively to a designated operating account (Asia Special
Situations Acquisition Corp. ACCT# 64912751) (the “Collateral Account”)
maintained at Bank. Without limiting the foregoing, upon accumulation of funds
in the Trust of at least $115,000,000, Borrower shall cause any and all interest
and dividend income generated with respect to the Trust in which Borrower has
rights, title or interest (up to a maximum aggregate amount of $2,000,000),
to
be directed and deposited into the Collateral Account. The Collateral Account
shall not be closed nor shall Collateral disbursements directed to any other
account or person without the prior written consent of Bank.
2
SETOFF
AND SWEEPS.
In
addition to any other rights and remedies of Bank, Bank and its affiliates
are
authorized at any time and from time to time, without prior notice to Borrower,
any such notice being waived by Borrower to the fullest extent permitted by
applicable law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held by Bank and its
affiliates (including, without limitation, with respect to deposits held in
the
Collateral Account) to or for the credit of the account of Borrower against
any
and all Obligations owing to Bank hereunder or under any other Loan Documents,
including the Note, now or hereafter existing, irrespective of whether or not
Borrower has made demand under this Agreement or any other Loan Document. Bank
shall periodically (no less often than monthly, but not before June 1, 2008)
sweep the Collateral Account and apply the proceeds of such collections toward
then due and outstanding Obligations. Notwithstanding the foregoing, the
provisions of this paragraph shall not apply to any investments made by the
Bank
or by any Affiliate of the Bank for or on behalf of the Trust or any proceeds
or
profits of such investments except to the extent such investments or proceeds
constitute Collateral, and any rights of set off or application of deposits
contemplated by this paragraph shall apply only to the Collateral.
NEGATIVE
COVENANTS. Borrower
agrees that from the date hereof
and
until final payment in full of the Obligations, unless Bank shall otherwise
consent in writing, Borrower will not: Encumbrances.
Create,
incur, assume, or suffer to exist, or permit any Subsidiary of Borrower to
create, incur, or suffer to exist, any mortgage, security deed, deed of trust,
pledge, lien, charge or other encumbrance on the Collateral, other than security
interests required by the Loan Documents and Permitted Liens (as defined in
Schedule
2). Loan
Uses.
Use
Loan proceeds for any illegal purpose or use Loan proceeds to purchase or carry
margin stock as defined by Regulation U of the Federal Reserve Board or
refinance indebtedness in such a manner so as to create “purpose” credit under
Regulation U. Cross
Default.
Default
in payment or performance of any obligation under any other loans, material
contracts or other material agreements of Borrower, any Subsidiary or Affiliate
of Borrower ("Affiliate" shall have the meaning as defined in 11 U.S.C.
§ 101, as in effect from time to time, except that the term "Borrower"
shall be substituted for the term "Debtor" therein; "Subsidiary" shall mean
any
corporation of which more than 50% of the issued and outstanding voting stock
is
owned directly or indirectly by Borrower), any general partner of or the
holder(s) of the majority ownership interests of Borrower with Bank or its
affiliates. Default
on Other Contracts or Obligations.
Default
on any material contract with or obligation when due to a third party or default
in the performance of any obligation to a third party incurred for money
borrowed in an amount in excess of $100,000.00.
Government
Intervention.
Permit
the assertion or making of any seizure, vesting or intervention by or under
authority of any governmental entity, as a result of which the management of
Borrower is displaced of its authority in the conduct of its respective business
or such business is curtailed or materially impaired. Judgment
Entered.
Permit
the entry of any monetary judgment or the assessment against, the filing of
any
tax lien against, or the issuance of any writ of garnishment or attachment
against any property of or debts due Borrower in an amount in excess of
$100,000.00
which is not discharged or execution is not stayed within 30 days of entry.
Trust
Agreement.
Amend
the Trust Agreement (as defined in Schedule
1)
to
limit, assign or otherwise modify any right to distributions or disbursements
constituting Collateral.
3
CONDITIONS
PRECEDENT.
The
obligations of Bank to make the loan and any future advances pursuant to this
Agreement and the Note are subject to the following conditions precedent:
Due
Diligence. Completion
by Bank of periodic due diligence on Borrower, including completion of periodic
background checks on Borrower’s management and employees. Payments.
Payment
of all amounts due to Bank and its counsel. Additional
Documents.
Receipt
by Bank of such additional supporting documents as Bank or its counsel may
request from time to time, including, without limitation, Borrower’s
organizational documents and secretary’s or member certificate, as applicable.
Opinion
of Counsel.
On or
prior to the date of any extension of credit hereunder, Bank may request a
written opinion of the counsel (or counsels) of Borrower acceptable to Bank
(subject to customary assumptions and qualifications) that includes confirmation
of the following: (a) This Agreement and other Loan Documents to which Borrower
is a party has been duly executed and delivered by Borrower and constitute
the
legal, valid and binding obligations of Borrower, enforceable in accordance
with
their terms; (b) No registration with, consent of, approval of, or other action
by, any federal, state or other governmental authority or regulatory body is
required by law in connection with the execution and delivery of this Agreement
and the other Loan Documents, or the extension of credit under this Agreement
or
the other Loan Documents, or, if so required, such registration has been made,
and such consent or approval given or such other appropriate action taken;
(c)
The loan is not usurious under the laws of the State of New York; (d) Upon
the
filing of Uniform Commercial Code financing statements with the appropriate
filing office(s), the Loan Documents will create a perfected lien on or security
interest in the Collateral that is contemplated by the Loan Documents.
Additional
Conditions.
The
obligation of Bank to make any advance,
including the initial advance,
is subject to the further satisfaction of, or waiver of, immediately prior
to or
concurrently with the making of each such advance each of the following
conditions: (i) all representations and warranties contained herein and in
the
other Loan Documents shall be true and correct with the same effect as though
such representations and warranties had been made on and as of the date of
the
making of each such loan and after giving effect thereto, except to the extent
that such representations and warranties expressly relate solely to an earlier
date (in which case such representations and warranties shall have been true
and
accurate on and as of such earlier date); (ii) no law, regulation, order,
judgment or decree of any governmental authority shall exist, and no action,
suit, investigation, litigation or proceeding shall be pending or threatened
in
any court or before any arbitrator or governmental authority, which purports
to
enjoin, prohibit, restrain or otherwise affect (A) the making of the loans,
or
(B) the consummation of the transactions contemplated pursuant to the terms
hereof or the other Loan Documents, and (iii) no Default shall exist or have
occurred and be continuing on and as of the date of the making of such loan
and
after giving effect thereto.
4
FINANCIAL
AND OTHER INFORMATION.
Borrower
shall deliver to Bank such information as Bank may reasonably request from
time
to time, including without limitation, financial statements and information
pertaining to Borrower's financial condition. Such information shall be true,
complete, and accurate in all material respects.
WAIVERS
AND AMENDMENTS.
No
waivers, amendments or modifications of this Agreement and other Loan Documents
shall be valid unless in writing and signed by an officer of Bank. No waiver
by
Bank of any Default shall
operate as a waiver of any other Default or the same Default on a future
occasion. Neither the failure nor any delay on the part of Bank in exercising
any right, power, or remedy under this Agreement and other Loan Documents shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.
MISCELLANEOUS
PROVISIONS. Assignment.
This
Agreement and the other Loan Documents shall inure to the benefit of and be
binding upon the parties and their respective heirs, legal representatives,
successors and assigns. Bank's interests in and rights under this Agreement
and
the other Loan Documents are freely assignable, in whole or in part, by Bank.
In
addition, nothing in this Agreement or any of the other Loan Documents shall
prohibit Bank from pledging or assigning this Agreement or any of the other
Loan
Documents or any interest therein to any Federal Reserve Bank. Borrower shall
not assign its rights and interest hereunder without the prior written consent
of Bank, and any attempt by Borrower to assign without Bank's prior written
consent is null and void. Any assignment shall not release Borrower from the
Obligations. Applicable
Law; Conflict
Between Documents.
This
Agreement and, unless otherwise provided in any other Loan Document, the other
Loan Documents shall be governed by and construed under
the
laws of the State of New York. If the terms of this Agreement should conflict
with the terms of any loan agreement or any commitment letter that survives
closing, the terms of this Agreement shall control. Jurisdiction.
Borrower
irrevocably agrees to non-exclusive personal jurisdiction in the State of New
York. Severability.
If any
provision of this Agreement or of the other Loan Documents shall be prohibited
or invalid under applicable law, such provision shall be ineffective but only
to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement or other such
document. Notices.
Any
notices to Borrower shall be sufficiently given, if in writing and mailed or
delivered to the Borrower's address shown above or such other address as
provided hereunder, and to Bank, if in writing and mailed or delivered
to
Wachovia
Bank, National Association, 000 Xxxxx Xxxxxxx Xxxxxx, Xxx Wachovia Center,
Mail
Code: NC 0600; Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxxx
Xxxxx;
Fax:
000-000-0000 or
such
other address as Bank may specify in writing from time to time. Notices
to Bank must include the mail code. In
the
event that Borrower changes Borrower's address at any time prior to the date
the
Obligations are paid in full, Borrower agrees to promptly give written notice
of
said change of address by registered or certified mail, return receipt
requested, all charges prepaid. Plural;
Captions.
All
references in the Loan Documents to Borrower, guarantor, person, document or
other nouns of reference mean both the singular and plural form, as the case
may
be, and the term "person" shall mean any individual, person or entity. The
captions contained in the Loan Documents are inserted for convenience only
and
shall not affect the meaning or interpretation of the Loan Documents.
Posting
of Payments.
All
payments received during normal banking hours after 2:00 p.m. local time at
the office of Bank first shown above shall be deemed received at the opening
of
the next banking day. Fees
and Taxes.
Borrower
shall promptly pay all documentary, intangible recordation and/or similar taxes
on this transaction whether assessed at closing or arising from time to time.
LIMITATION
ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH
OF
THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY
JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY
BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH
THIS
AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR
AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT
SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH
OF
THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY
DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY
SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY
ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Patriot
Act Notice. To
help
fight the funding of terrorism and money laundering activities, Federal law
requires all financial institutions to obtain, verify, and record information
that identifies each person who opens an account. For purposes of this section,
account shall be understood to include loan accounts. Final
Agreement. This
Agreement and the other Loan Documents represent the final agreement between
the
parties and may not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreements of the parties. There are no unwritten oral
agreements between the parties.
Signature
Page Follows
5
IN
WITNESS WHEREOF,
Borrower and Bank, on the day and year first written above, have caused this
Agreement to be executed.
|
Borrower
|
||
|
By:
|
/s/
Xxxx X. Xxxxx
|
|
|
Name:
|
Xxxx
X. Xxxxx
|
|
|
Title:
|
President
|
|
| Bank | ||
| WACHOVIA BANK, NATIONAL ASSOCIATION | ||
| By: |
/s/
Xxxx Xxxxxx
|
|
| Name: |
Xxxx
Xxxxxx
|
|
| Title: |
Senior
Vice President
|
|
|
State
of ______________________
|
|
City/County
of _________________
|
Company
Acknowledgment
I
certify
that before me appeared this day _____________, a person known to me, who after
being sworn stated he is the ___________of Asia
Special Situation Acquisition Corp., a company formed under the laws of the
Cayman Islands, and
is
duly authorized to act on behalf of said Company, and being informed of the
contents thereof, acknowledged execution of the foregoing instrument on behalf
of said Company.
Witness
my hand and official seal, this _____ day of _______________, 2008.
|
_________________________________,
Notary Public
|
|
|
Notary
Seal
|
|
|
__________________________________________
|
|
|
(Printed
Name of Notary)
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|
|
My
Commission Expires:
______________________
|
State
of
North Carolina
County
of
_________________
Bank
Acknowledgment
On
the
_____ day of _______________ in the year, _________ before me, the undersigned,
a Notary Public in and for said State, personally appeared ___________
personally known to me or proved to me on the basis of satisfactory evidence
to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
In
witness whereof I hereunto set my hand.
|
_________________________________,
Notary Public
|
|
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Notary
Seal
|
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__________________________________________
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|
|
(Printed
Name of Notary)
|
|
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My
Commission Expires:
_____________________
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SCHEDULE
1
COLLATERAL
“Collateral”
means all
of
Borrower’s right, title and interest to (i) distributions or proceeds of any
kind arising pursuant to that certain Investment Management Trust Agreement
dated as of January 16, 2008 (as amended, restated, or otherwise modified from
time to time, the “Trust Agreement”) between Borrower and Continental Stock
Transfer & Trust Company, as trustee, including, without limitation, all
rights, title and interest of Borrower in interest and dividend income
distributable to the Company pursuant to Section 2(b) of the Trust Agreement
in
an amount equal to $2,000,000, and (ii) all deposit accounts into which any
of
the foregoing distributions or proceeds are disbursed or held. Such trust
arrangements evidenced by the Trust Agreement and any successor trust or
substitute arrangement, the “Trust”. “Collateral” shall exclude all assets and
property held in the Trust.
SCHEDULE
2
PERMITTED
LIENS
(a) Liens
for
taxes not yet delinquent and for past due taxes (other than federal or state
income taxes) provided
that the
payment of such taxes is being contested in good faith and by appropriate
proceedings diligently pursued and as to which
adequate
financial reserves have been established on Borrower’s books and records and a
stay of enforcement of any such Lien is in effect;
(b) the
Liens
in favor of Bank;
(c) Liens
consisting of deposits made in the ordinary course of business in connection
with, or to secure payment of, obligations under worker’s compensation,
unemployment insurance, social security and other similar laws; and
(d) Liens
securing the claims or demands of materialmen, mechanics, carriers,
warehousemen, landlords and other like persons.
