GENERAL SECURITY AGREEMENT
Exhibit 10.4
Dated:
February 16, 2018
For the
purpose of securing the payment and performance of any and all
obligations, loans, credit extensions, indebtedness, liabilities,
and duties, whether contingent or matured, now or hereafter owing
to Ally Bank (Ally Capital
in Hawaii, Mississippi, Montana and New Jersey) or Ally Financial, Inc. (collectively, the
“Ally Parties”), and for other good and valuable
consideration, the receipt and sufficiency of which are
acknowledged, RumbleOn,
Inc., conducting business at 0000 Xxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000, (“Dealer”), grants to the
Ally Parties a security interest in, and a collateral assignment
of, any and all of the following described property in which Dealer
now or hereafter acquires an interest, wherever located, in
whatever form, and in any and all proceeds thereof: all inventory;
equipment; fixtures; accounts, including factory open accounts of
Dealer; accounts with banks and other financial institutions; cash
and cash equivalents; general intangibles; all documents;
instruments; investment property; and chattel paper (the
“Collateral”).
Dealer
has the power and authority to enter into this Security Agreement,
and has taken all steps necessary to ensure that this Agreement is
legally valid and enforceable.
Unless
the Ally Parties provide written consent, Dealer must not sell,
transfer or otherwise dispose of any Collateral other than in the
ordinary course of Dealer’s business. The Ally Parties have
the right to inspect the Collateral and Dealer’s related
books and records. Dealer authorizes the Ally Parties or their
designee(s) to execute on behalf of Dealer and to file any and all
UCC financing statements to confirm, create, perfect, continue,
modify or extend the Ally Parties’ security interest in and
to the Collateral.
Upon
default and in addition to all other rights and remedies provided
by law, the Ally Parties have the remedies of a secured party under
the Uniform Commercial Code including, without limitation, the
right to take possession, or receive, collect, endorse and
negotiate any of the Collateral. For this purpose the Ally Parties
may enter upon the premises where the Collateral is situated and
remove the Collateral. In the event the Ally Parties take
possession of the Collateral, the Ally Parties may sell it at
public or private sale or otherwise in a commercially reasonable
manner and apply the proceeds of this sale or disposition, less the
expenses of retaking, holding, preparing for sale, and selling the
Collateral and reasonable attorney’s fees and legal expenses
incurred by the Ally Parties, to the partial or complete
satisfaction of any of Dealer’s indebtedness or obligation to
the Ally Parties. Upon default by Dealer and demand by the Ally
Parties, Dealer must segregate and account for the Collateral and
the proceeds thereof.
If any
notification of intended disposition of any of the Collateral is
required by law, notice will be considered reasonably and properly
given if it is mailed at least ten days before the scheduled
disposition (unless a different time is specifically allowed or
required by law) and addressed to the Dealer at the address shown
above.
Any
provision of this Agreement prohibited by law is ineffective only
to the extent of the prohibition without invalidating the remaining
provisions of this Agreement. The non-enforcement by the Ally
Parties of any right under this Agreement is not a waiver
thereof.
This
Agreement is binding on Dealer and the Ally Parties and their
respective successors, administrators and assigns.
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Witness
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Signature:
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/s/
Xxxxxxxx Xxxxxxxx
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Signature:
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/s/ Xxxxxxx
Xxxx
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By
(print):
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Xxxxxxxx
Xxxxxxxx
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By
(print):
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Xxxxxxx Xxxx |
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Title:
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President/CEO
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Title:
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Controller
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Date:
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2-16-18
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Date:
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2-16-18 |
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Ally Bank
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Ally Financial Inc.
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Signature:
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/s/ Xxxxxxxxx Xxxx |
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Signature:
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/s/ Xxxxxxxxx Xxxx |
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By
(print):
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Xxxxxxxxx
Xxxx
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By
(print):
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Xxxxxxxxx
Xxxx
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Title:
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Authorized
Representative
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Title:
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Authorized
Representative
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Date:
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2-16-18
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Date:
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2-16-18 |
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