EXHIBIT 10.15
LOAN AND SECURITY AGREEMENT
(ACCOUNTS, GENERAL INTANGIBLES, INVENTORY AND EQUIPMENT)
Worldwide Medical Corporation ("Borrower") has requested and will from time to
time request extensions of credit from CAMEL FINANCIAL, INC. ("Lender"), a
California corporation licensed under file #603-2144, on the security of
Borrower's collateral. In order to induce Lender to make such extensions of
credit and in consideration thereof, Borrower agrees as follows:
1. LOANS:
All loans under this Agreement shall be made pursuant to the following
credit lines; however, at no time shall Borrower's aggregate indebtedness
to Lender under these credit lines or from other sources exceed Borrower's
Maximum Aggregate of the $250,000.00 ACCOUNTS RECEIVABLE LINE under which
Lender may from time to time at Lender's sold discretion advance Borrower
up to 80% of the net face amount of Borrower's eligible accounts (as
defined below) reported to Lender.
2. DEFINITIONS:
A. As used in the Agreement, unless otherwise indicated by the context,
the term "eligible accounts" means accounts (as defined by Section
9106 of the California Commercial Code) which:
i. are acceptable to Lender;
ii. have been validly assigned to Lender;
iii. are from account debtors located in the United States;
iv. as of the date of determining whether an account is "eligible"
not more than 90 days has passed since the date of the account;
v. are from account debtors from whom less than 25% of their total
accounts to Borrower are otherwise ineligible;
vi. are from account debtors to whom Borrower is not in debt;
(CONTRAS);
vii. are from account debtors who are not owners, shareholders or
officers of Borrower;
viii. are from account debtors which are not owned wholly or in part
by Borrower or any of Borrower's shareholders of officers;
ix. are from account debtors who are not bankrupt;
x. strictly comply with all of Borrower's warranties and
representations to Lender.
B. The term "indebtedness" means any and all sums owing Lender by
Borrower, wherever and however created, whether contingent or
liquidated, incurred directly or indirectly, including those incurred,
under this or any other agreement between Borrower including any
additions, renewals or extensions thereof and all other sums of
whatever kind or nature, including interest, which Borrower at any
time may owe Lender.
3. LOAN INITIATION FEE:
Borrower will advance and/or reimburse lender up to $250.00 for all
out-of-pocket expenses incurred by Lender in entering into this transaction
including without limitation, the cost of title searches, title reports,
recording fees, reasonable attorneys' fees, audit expenses and other
expenses similar to the foregoing. In addition, upon execution of the
Agreement, Borrower agrees to pay a loan origination fee of $2,500.00. If
after demand, such fees and expenses are not promptly paid to Lender,
Lender may, but need not, charge Borrower's account as provided in
Paragraph 12 herein.
4. INTEREST AND CHARGES:
A. Lender's interest on any and all advances to Borrower and additional
charges pursuant to Paragraph 12 shall be at the ratio of (See Exhibit
A per month and shall be computed on a 360-day year and upon the
actual daily amount of Borrower's outstanding indebtedness. Should
there be any change in the bank base rate on corporate loans
(sometimes known as "prime rate") as from time to time published in
The Wall Street Journal, or such other rate as the nation's largest
banks may substitute therefor, from the rate on the date of this
agreement, the rate of interest charged to Borrower shall be changed
by a like amount. If Lender, at its sole discretion agrees to advance
funds in any amount that is not supported by a valid invoice, an
additional fee of 1.0% of the amount advanced will be charged to the
Borrower's account in addition to the normal interest charges stated
herein.
B. If Borrower's accounts receivable loan balance exceeds 80% of the
value of Borrower's eligible accounts (i.e., is over advanced) for any
reason or combination of reasons, sorially or in conjunction, for
thirty (30) days or longer, the amount of loan over advanced on each
day thereafter shall be surcharged an additional 1/30th of 1% per day
until such time as no over advance exists.
C. In the event of Borrower's breach of this Agreement or the occurrence
of any Event of Default as defined in Paragraph 16, Borrower agrees
that the rate of interest charged as provided in Paragraph 4.! shall
be increased by 6% per
annum as of the date of the occurrence of such Event of Default, until
such time as no Event of Default exists.
D. Notwithstanding the foregoing, Borrower agrees to pay minimum monthly
interest of $2,500.00 per month.
E. Lender's charges are to be computed monthly and paid by the first of
every month, and if not so paid, those charges may be charged to
Borrower's account as an advance, and shall be subject to interest
charges as provided herein.
F. Each accounting rendered by Lender to Borrower shall be deemed correct
and binding unless Borrower notifies Lender in writing to the contrary
within thirty (30) days after the date of each accounting rendered by
Lender.
G. In no event shall Lender's interest computed herein exceed the maximum
rate permitted by law; any amounts paid in excess of the maximum
permitted by law shall be returned to Borrower on demand.
5. REPAYMENT:
A. Each advance and Borrower's total indebtedness to Lender under the
accounts receivable line shall be paid to Borrower as follows:
i. the delivery to Lender of all collections received by Borrower on
Borrower's accounts receivable;
ii. the delivery to Lender from time to time on demand of a sum equal
to the net fact amount of all accounts assigned to Lender and
which remain uncollected more than 90 days from the date of each
invoice or which are more than 60 days past due;
iii. the delivery to Lender from time to time of a sum equivalent to
the net face of accounts which become ineligible to Lender;
iv. the delivery to Lender from time to time or upon demand a sum
equivalent to the amount over advanced;
v. notwithstanding anything to the contrary contained in this
Agreement, no payment by check shall be deemed made to Lender
until Five (5) Business Days after receipt by Lender to allow
for, and subject to clearance.
B. Borrower's indebtedness to Lender under any note shall be repaid as
provided in any such note(s).
C. In addition, Borrower's entire unpaid indebtedness, whenever and
however created shall become immediately due and payable on demand and
prior to demand on the occurrence of an Event of Default as defined in
Paragraph 15
("Event of Default:) or in case of termination whether by notice,
lapse of time or otherwise, whichever occurs first.
6. SECURITY INTEREST:
A. all of Borrower's present and hereafter acquired inventory, including,
but not by way of limitation, raw materials, work in process and
finished goods of any nature and description;
B. all of Borrower's present and hereafter acquired plant, office and
other equipment, including, but not by limitation, machinery and all
attachments and appurtenances thereto, tools, dies, molds, jigs,
bores, patterns, appliances, fixtures, furniture and furnishings;
including, but by way of limitation, that listed on Exhibit A attached
hereto and made a part hereof;
C. all of Borrower's account receivable whether or not eligible now
existing or hereafter arising;
D. all of Borrower's present and hereafter acquired contracts, computer
programs and tapes, purchase orders, chattel paper, and negotiable
documents;
E. all of Borrower's present and hereafter acquired general intangibles,
including, but not by way of limitation, Borrower's name and goodwill,
trademarks, trade names, copyrights, processes, patents, patent
rights, patent applications, licenses, inventions, royalties,
commissions and tax refunds;
F. all of Borrower's present and hereafter acquired bank and deposit
accounts of every kind or nature;
G. insurance policies of every kind and nature, including unearned
premium rebates;
H. proceeds of all of the above;
I. all ledger sheets, files, books, records and documents relating to
accounts, inventory or other collateral;
J. such other security designated on such separate written instruments,
which Borrower now or hereafter delivers to Lender; and
K. any and all other property of Borrower coming into Lender's possession
or under Lender's control; all of which security interest, assignments
and pledges Borrower hereby grants to Lender in accordance with and
subject to Article 9 of the California Uniform Commercial Code. Each
new advance (and all prior advances, indebtedness or liabilities)
shall be covered by all security agreements which Borrower had then
given or caused to be given to Lender.
7. SECURITY DOCUMENTS:
Borrower agrees to execute upon demand by Lender any and all Financing
Statements, continuation Statements or other statements intended to perfect
Lender's security interest hereunder, in whatsoever form Lender may
require, as provided for and defined in Article 9 of the California Uniform
Commercial Code.
8. WARRANTIES:
So long as Borrower is indebted to Lender, Borrower warrants, represents
and agrees that:
A. the value of Borrower's inventory in which Lender has a security
interest shall be at lease $ N/A;
B. the value of Borrower's personal property and inventory in which
Lender has a security interest shall be at least $ N/A;
C. all security interests granted by Borrower to Lender or caused by
Borrower to be granted to Lender are and will be first security
interests on the property described in any and all documents pursuant
to which such grant has been made (except insofar as Borrower has
notified Lender to the contrary in writing);
D. the property covered by all security agreements delivered or caused to
be delivered by Borrower to Lender is solely owned by Borrower or the
party described in such security agreement;
E. the property covered by all security agreements delivered or caused to
be delivered by Borrower to Lender (except for sales of inventory in
the ordinary course of business) is free and clear of all liens,
encumbrances, security interests and adverse claims other than created
by such security agreements;
F. the property covered by all security agreements delivered or caused to
be delivered by Borrower to Lender is kept in good condition and
repair, is not subject to waste, will not (except for sales of
inventory in the ordinary course of business) be sold, transferred or
assigned or removed from the premises described in the Security
Agreement without first obtaining Lender's prior written consent;
G. all accounts will have been created by absolute sales of Borrower's
merchandise or services, will be genuine, bonafide and collectible,
and Borrower will have and convey good, unencumbered and absolute
title to Borrower's account debtors free of all third party claims;
H. accounts will not be subject to any dispute, right of offset,
counterclaim, or right of cancellation (except as such returns may be
accepted pursuant to Paragraph 10 herein);
I. at the time of creation of accounts, all property giving rise to
Borrower's accounts will have been delivered to, and unconditionally
accepted by each account debtor;
J. Borrower will have performed all things required of Borrower by the
terms of all agreements or purchase orders giving rise to all
accounts;
K. all accounts will be due and unconditionally payable on terms of
thirty (30) days or less, or on such other terms (as are acceptable to
Lender) which are expressly set forth on the face of all invoices,
copies of which shall be delivered to lender, and no account will then
be past due;
L. all facts, figures and representations given or caused by Borrower to
be given to Lender in connection with the value of the property given
to Lender as security or regarding each advance or account or
pertaining to anything done under this Agreement shall be true and
correct;
M. Borrower's books and records fully and accurately reflect all of
Borrower's assets and liabilities (absolute and contingent) are kept
in the ordinary course of business in accordance with generally
accepted accounting principles consistently applied and all
information contained therein is true and correct;
N. the fair market value of the property covered by all security
agreements delivered by Borrower to Lender is, and shall at all times
be, not less than the price which Borrower paid therefor (less normal
depreciation caused by ordinary wear and tear) and as represented to
Lender;
O. Borrower will not borrow any money except under this Agreement without
first obtaining Lender's prior written consent;
P. Borrower will not sell or assign any of Borrower's accounts or pledge,
encumber, hypothecate, mortgage or otherwise create or grant any
security interest on any of Borrower's property except to Lender;
Q. all taxes of any governmental or taxing authority due or payable by,
or imposed, levied or assessed against Borrower, have been paid and
shall be paid in full before delinquency;
R. there are no actions or proceedings pending by or against Borrower
before any court or administrative agency, and there are no pending,
threatened, or known to be imminent litigation, governmental
investigations, or claims, complaints, or prosecutions involving
Borrower except as heretofore disclosed in writing to Lender;
S. Borrower has the legal power and authority to enter in the Agreement
and to perform and discharge Borrower's obligations hereunder;
T. if Borrower is a corporation, Borrower will do all things necessary to
preserve Borrower's good standing in any state in which Borrower is
incorporated and do business;
U. every payment falling due on accounts assigned to Lender will be duly
paid and received by Borrower on or before the earlier of ninety (90)
days from the date of each invoice or sixty (60) days from the due
date of each invoice; and
V. Borrower will not move the location of Borrower's business or
inventory from the address listed as Borrower's business address shown
on the last page without thirty days written notice to Lender.
9. WARRANTIES AND REPRESENTATIONS:
Each warranty, representation and agreement contained in this Agreement
shall be automatically deemed repeated with each advance and shall be
conclusively presumed to have been relied on by Lender regardless of any
investigation made, or information possessed by Lender. The warranties,
representations and agreements set forth herein shall be cumulative and in
addition to any and all other warranties, representations and agreements
contained in any other document or instrument which Borrower shall give or
cause to be given to Lender, either now or hereafter.
10. RETURNS:
Without Lender's prior written approval, Borrower shall accept no returns
and shall grant no allowances or credits to account debtors so that at any
one time the aggregate of such allowance or credits exceed (5%) FIVE
PERCENT of Borrower's total accounts. If any property referred to or
covered by any account assigned to Lender shall remain in, or revert to,
Borrower's possession, Borrower will forthwith set it apart, xxxx and
designate it as Lender's property and promptly notify Lender.
11. DELIVERY OF DOCUMENTS:
Borrower will deliver to Lender from time to time a schedule of accounts
identifying all accounts and credit memos generated since the last such
schedule, a report identifying all collections received from account
debtors since the last such report, and accompanying the schedule of
accounts and/or the collection report. Borrower shall deliver a status of
account report. If Borrower borrows under an inventory line, Borrower shall
also deliver inventory certifications on demand, and if no demand, no less
than monthly. All such reports and schedules shall contain such terms and
be in such form as Lender may require. Borrower will deliver to Lender
current financial statements (including balance sheets and income
statements) as often as they are regularly prepared, but in no event no
less than at the end of every fiscal quarter; and Borrower will deliver to
Lender Borrower's annual report within ninety (90) days of the end of
Borrower's fiscal year. Borrower shall prepare and provide Lender with
agings of Borrower's accounts receivable on demand an if no
demand, no less often than monthly. Each assignment, pledge or other
security agreement shall include and cover all of Borrower's right, title
and interest in the property described therein and all of Borrower's books,
records and files relating thereto. All ledger sheets, files, records and
documents relating to accounts, inventory or other collateral shall, unless
delivered to or removed by Lender, be kept at Borrower's premises in trust
for, and without cost to Lender. Lender may at any time remove from
Borrower's premises all documents, files and records related to lender's
security.
12. ADDITIONAL CHARGES:
A. Borrower agrees that Lender may immediately charge Borrower's account:
i. for any and all bank service charges, (including without
limitation, check processing, wire and back charges), paid by
Lender attributable to any advance or collection under this or
any other agreement between Borrower;
ii. for any and all charges to Lender related to any letter(s) of
credit obtained or guaranteed by Lender;
iii. for Lender's periodic audits of Borrower's books, records and
assets at the rate of per audit;
iv. for any and all costs of recording or perfecting Lender's
security interest in any property given by Borrower as security
for Borrower's indebtedness;
v. for any and all costs or charges attributable to appraisal or
verification or monitoring of property given as a security for
Borrower's indebtedness; and
vi. for any and all office and other expenses and costs, including
reasonable attorneys' fees, whether inside or outside counsel
(including paralegal), incurred by Lender in enforcing or
defending any of Lender's rights under this Agreement or in
endeavoring to collect amounts assigned to Lender in any
litigation or processing arising under or connected with this
Agreement, the indebtedness created hereby or the security given
to Lender/
B. Borrower shall promptly pay any and all expenses of:
i. storing, warehousing, insuring, handling and shipping of
Borrower's property;
ii. any and all excise, property, sales and other taxes;
iii. any and all costs of releasing or curing encumbrances or liens,
levied or imposed by any governmental or taxing authority on
Borrower or
on any of Borrower's property or any property caused to be given
to Lender as security.
If Borrower fails to promptly pay when due, whether to Lender or any
other person, moneys which Borrower is required to pay under this or
any portion of this Agreement, Lender may, but need not, pay the same
and charge Borrower's account therefor and Borrower shall promptly
reimburse Lender therefor. Lender need not inquire as to, or contest
the validity of any such expense, tax, security interest, encumbrance
or lien, and the receipt of the usual official claim for the payment
thereof shall be conclusive evidence that the same was validly due and
owing.
13. COLLECTION OF ACCOUNTS DIRECT NOTICE OF ACCOUNTS:
Borrower shall have the revocable privilege to collect, at Borrower's
expense the payments due on Borrower's accounts, upon the express
condition, however, that all such collections shall:
A. be received by Borrower in trust for lender;
B. not be mingled with Borrower's own funds; and
C. be delivered to Lender in kind no later than the next working day
after Borrower's receipt of the same.
Borrower's collection privilege as described above is subject to revocation
upon the happening of an Event of Default. Unless the instruments so
received by Lender are dishonored, or unless lender, in Lender's sole
discretion, shall have remitted the amount thereof to Borrower, subject to
the provision for clearance, Lender shall promptly credit the amount
thereof against the indebtedness, after receipt by Lender.
14. REPORTS AND AUDITS:
Lender shall at all reasonable times have full access to, and the right to
inspect and audit, all of Borrower's books, records, tax returns, files and
reports to governmental agencies, and to inspect and examine the inventory
and other security given to Lender. Lender's right to access shall include
records of Borrower kept with others including computer service bureaus and
Borrower hereby authorize such person(s) to provide Lender with full access
to such records. Lender's charges for said audit are set forth in Paragraph
12 hereof.
15. INSURANCE:
Borrower shall maintain insurance at Borrower's expense on property given
to Lender as security with such carriers, covering such risks and
containing such amount of coverage and other terms (including an
endorsement providing for non-cancellation except upon thirty (30) days
written notice to Lender and a loss payable endorsement in Lender's favor)
for full insurable value as Lender may from time to
time specify in writing. Borrower shall promptly deliver to Lender copies
of all policies, endorsements, evidence of premium payment, claims and
reports to insurance carriers.
16. DEFAULT:
The revocable collection privilege referred to above shall be automatically
revoked and all of the indebtedness shall automatically accelerate and
become immediately due and payable upon termination of this Agreement (by
lapse of time or otherwise) or upon the happening of any one of the
following Event of Default:
A. Borrower's failure to make any payment to lender when due, or any
default under, or breach or violation of, any warranty,
representation, obligation, agreement, condition or undertaking
contained herein or in any other written document which borrower now
or hereafter, executes and delivers, or which borrower now or
hereafter causes to be executed and delivered or assigned to Lender;
B Any change in the business of financial condition of Borrower or of
any Guarantor of any of the indebtedness ("Guarantor"), or any decline
in the value of any property given to Lender as security, which causes
Lender to deem itself insecure;
C. The withdrawal or cancellation by any Guarantor of any guarantee of
any of the indebtedness'
D. The ceasing to do business as a going concern, or the assignment of
any property for the benefit of creditors, by or on the part of
Borrower or any Guarantor;
E. The filing by or against Borrower or any Guarantor of any petition or
application in bankruptcy, reorganization, arrangement, trusteeship or
receivership, whether under the United States Bankruptcy Code or
otherwise, or the appointment of a trustee or receiver over all or any
part of the property or business of Borrower or any Guarantor, or the
levying of an attachment or garnishment on any of Borrower's property
which is not released within ten (10) days;
F. Any of the property covered by any of the security agreements given or
caused to be given by Borrower to Lender is lost, secreted, misused or
destroyed; or
G. The filing of a federal tax lien against Borrower or Borrower's
property.
17. REMEDIES:
In case of any breach or default by Borrower, or the occurrence of any
Event of Default, or if Borrower fails or neglects to promptly pay any and
all of Borrower's indebtedness or other liabilities when due or upon
demand, all of the indebtedness
shall, without notice or demand, become immediately due and payable at
Lender's option. Upon the occurrence of any Event of Default, Lender shall
have, in addition to all rights, remedies at law or equity, the remedies or
a secured party under the Uniform Commercial Code of California and the
specific rights provided for herein. All such rights are cumulative, Upon
the occurrence of any such Event of Default, Lender may immediately or at
any time or times thereafter, without any demand or notice Borrower of any
Guarantor and without advertisement or notice, all of which are expressly
waived, commence an action for the recovery of any and all of the
indebtedness; commence proceedings to sell, lease or otherwise dispose of
any and all collateral covered by this Agreement and by all security
agreements given or caused to be given by Borrower to Lender, and without
legal proceedings, enter such places as any of such collateral may be found
and take possession of such collateral and sell the same. Such collateral
may be sold where it is located at the time of the breach or default, or
elsewhere, at public or private sale, for cash, upon credit or otherwise at
Lender's sole option and discretion. Borrower hereby further waives all
notices of seizure and sale, all requirements that such property be
physically present at the place of sale. Any person, including Lender, may
purchase at any such sale, free from any right of redemption which is
expressly waived, and if Lender is the purchaser, Lender may apply all or
any part of the indebtedness toward payment of the purchase price. The
proceeds of any such sale or other disposition shall be applied first to
all expenses of settling all liens and claims against the collateral;
second, to all costs charges and expenses incurred in taking removing,
holding, repairing and selling such collateral, including without
limitation, all reasonable attorneys' fees incurred by Lender; and third,
to the payment of all that indebtedness, whether due or to become due, and
whether arising under this Agreement or otherwise. The Lender may bring all
proceedings for collection in Lender's name or in Borrower's name and may
exercise Lender's right of stoppage in transit, replevin and reclamation.
Upon the happening of any such Event of Default or upon demand, Lender
shall be privileged, in addition to any other rights accruing to Lender, to
terminate this Agreement at Lender's option.
18. WAIVERS:
A. Borrower waives presentment, demand, protest and notice of dishonor as
to any instrument. Borrower consents to any extensions, modification,
allowances, compromises or releases to security, Co-debtors or
Guarantors, which Lender may grant, none of which shall release
Borrower or any Guarantors from, or affect, any of Borrower's or their
obligations to Lender.
B. So long as Borrower is indebted to Lender, Borrower irrevocable
appoints Lender as Borrower's attorney-in-fact and authorizes and
empowers Lender, without notice to Borrower, to:
i. endorse or affix Borrower's name upon any instrument, pleading or
document relating to the collection of accounts assigned to
Lender or, relating to any property given to Lender as security
or upon any check or other instrument given in payment thereof,
or upon any omitted assignments, notifications of assignments,
demands or auditors
verifications relating to assigned collateral and upon all other
instruments and documents required to assert and protect lender's
rights in the security and the property covered thereby; and
ii. receive, open and dispose of all mail addressed to Borrower and
to instruct the Postmaster to forward Borrower's mail to Lender
upon and Event of Default.
C. Each of us acknowledge that the right to a trial by jury is a
constitutional right, but that the right may be waived. Each of us
knowingly, voluntarily, irrevocable and without coercion, WAIVE ALL
RIGHTS TO TRIAL BY JURY OF ALL DISPUTES BETWEEN BORROWER AND LENDER.
19. GOVERNING LAW:
A. Except as otherwise expressly provided in this Agreement, Borrower
agrees and intends that this Agreement, and the respective rights and
obligations of both Lender and Borrower shall be governed by and
construed according to the local laws of the State of California in
which this Agreement was primarily negotiated, executed, and
delivered; and in which Borrower's obligations to lender are to be
primarily performed and which has a substantial relationship to both
Borrower and Lender and to the underlying transaction embodied by the
Agreement. Notwithstanding the foregoing, Borrower agrees that:
i. with respect to any collateral given by Borrower to Lender, the
perfection and priority of Lender's security interests in
personal property collateral or liens on real property collateral
shall be governed by the law of the respective states where the
respective collateral is located;
ii. the procedure governing the enforcement by Lender of provisional
remedies against Borrower or the collateral, including by way of
illustration, but not limited to, actions for claim and delivery
of property, replevin, for injunctive relief or for the
appointment of a receiver, shall be governed by the law of the
state in which such provisional remedies or relief are sought;
iii. with respect to any collateral given by Borrower to Lender, the
procedures for foreclosing on the security interests or liens
shall be governed by the laws of the state in which the
collateral is located and in which the foreclosure is carried
out; provided, however, that this subparagraph shall in no event
be construed to provide that the substantive law of the State of
California shall govern this Agreement.
In the event of any foreclosure by Lender on any collateral,
regardless of where the collateral is located, Borrower agrees and
intends that the laws of the State of California shall govern Lender's
right to collect or obtain a
judgment for any deficiency following foreclosure, and the parties
specifically intend that the laws of other states, including but not
limited to Sections 580a and 580d and 726 of the California Code of
Civil Procedure shall not be applicable.
20. VENUE:
Borrower agrees and intends that the proper and exclusive forum for any
litigation of any disputes or controversies arising out of or related to
this Agreement shall be the state or federal court with jurisdiction in
Orange County, California. Borrower further agrees that the courts located
in the State of California shall have jurisdiction over both of Borrower
and Lender for the purpose of litigating any dispute or controversy arising
out of or related to this Agreement. Notwithstanding the foregoing,
Borrower agrees that, with respect to the collateral given Borrower in
other states, Lender shall be entitled to commence actions in such states
against Borrower or other persons for the purpose of seeking provisional
remedies, including by way of illustration, but not limited to, actions for
claim and delivery of property, replevin, or for injunctive relief or
appointment of a receiver, or actions to foreclose upon security interests
or liens given by Borrower to Lender. In the event Borrower should commence
or maintain any action arising out of or related to this Agreement in a
form other than the courts designated hereby, Lender shall be entitled to
request the dismissal of such action, and Borrower stipulates that such
action shall be dismissed.
21. PREPAYMENT, TERMINATION AND RENEWAL:
Provided either Borrower or Lender gives the other at least thirty (30)
days prior written notice, this Agreement shall terminate on March 1, 2002.
Either party may terminate this Agreement as elsewhere provided herein, or
at any time provided either party gives at least THIRTY days prior written
notice. If not terminated by and any method provided above, this Agreement
shall continue from year to year thereafter upon the same conditions; and
upon said yearly renewal, Lender may charge Borrower's account a line
renewal fee of 1% (one percent) of Borrower's Maximum Aggregate Line. If
this Agreement terminates prior to the date stated above or terminates
during a renewal term prior to the anniversary date, whether it terminates
voluntarily or involuntarily by reason of acceleration or upon the Event of
Default or otherwise, Borrower agrees to pay a termination charge of $1,00
per month between the date of actual termination and the date stated above;
or in the event of termination during a renewal term, between the date of
actual termination and the next anniversary date, such termination charge
to be paid in its entirety at the time of termination. Notwithstanding
termination of this Agreement, all assignments, pledges, liens and/or other
security interest now or hereafter granted to Lender shall continue in full
force until all of the indebtedness has been paid. After termination and
when Lender has received all sums due to Lender, Lender shall reassign to
Borrower all collateral held by Lender, and upon execution and delivery of
mutual general releases, Lender shall execute a termination or reconveyance
of all security agreements given by Borrower to Lender.
22. NOTICES:
All notices or demands hereunder shall be i writing and sent by first class
mail. They shall be deemed received when deposited in a United States Post
Office Box properly addressed to lender or Borrower at the addresses set
forth herein or to such other address as Lender or Borrower may from time
to time specify in writing.
23. MISCELLANEOUS:
Lender's rights and remedies under this Agreement and all security
agreements shall be cumulative and Lender shall have all other rights and
remedies not inconsistent therewith as provided by law; no exercise by
Lender of one right or remedy shall be deemed an election, and no waiver by
Lender or any breach of default or Event of Default on Borrower's party
shall be deemed a continuing waiver. NO delay by Lender shall below and
shall bind and inure to the benefit of lender's and Borrower's respective
successors and assigns. However, Borrower may not assign this Agreement or
any rights hereunder without Lender's prior written consent. No such
consent by lender shall release Borrower or any Guarantor of any obligation
or indebtedness hereunder. Paragraphs and paragraph numbers have been set
forth herein for convenience only; unless the contrary is compelled by the
context, everything contained in each paragraph applies equally to all
paragraphs herein. Neither this Agreement or any uncertainty or ambiguity
herein shall be construed or resolved against Lender or Borrower whether
under any rule of construction or otherwise; on the contrary, this
Agreement has been prepared by all parties and shall be construed and
interpreted according to the ordinary meaning of the words used so as to
fairly accomplish the purposes and intentions of all parties hereto. When
permitted by the context, the singular includes the plural and vice versa.
24. GENERAL:
A. if the Borrower, the undersigned, is two or more in number, then:
i. Regardless of the form, Lender's payment or other documents
evidencing Lender's loans hereunder (consisting of each and every
advance) shall be deemed to be made to each and all of the
Borrowers and Borrowers shall be jointly and severally obligated
to repay the same;
ii. each of Borrower's jointly and severally makes, and is liable for
each and every warranty, representation, obligation, covenant and
undertaking under this Agreement; and
iii. when permitted by the context, the words "Borrower,"
"Borrower's," or "Borrowers" or similar words referring to the
undersigned shall include and mean all, or any one or more of the
Borrowers.
25. PROVISIONS SEVERABLE:
Each and every provision of this Agreement shall be severable from every
other provision for the purposes of determining legal enforceability of any
such provisions.
FOR INFORMATION CONTACT THE DEPARTMENT OF CORPORATIONS,
STATE OF CALIFORNIA
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 20th day of February, 2001, in Lake Forest, California.
LENDER: BORROWER:
Camel Financial, Inc. Worldwide Medical Corporation
00000 Xxxxxx Xxxx. a Delaware Corporation
P.O. Box 2072 00 Xxxxxxxx Xxxxxx Xx.
Xxxxxx, XX 00000-0000 Xxxx Xxxxxx, XX 00000
By: Vice President By: President
EXHIBIT "A"
TO
LOAN AND SECURITY AGREEMENT
Paragraph 4, Interest and Charges:
A. Shall read "...interest on any and all advances to Borrower and additional
charges pursuant to Paragraph 12 shall be at the rate of:
i. 3.0% per month during any month in which the average loan balance is
below $100,000.00 and,
ii. 2.5% per month during any month in which the average loan balance is
not less than $100,000.00,
and shall be computed on a 360-day year and upon the actual daily
amount of borrower's outstanding indebtedness. should there be any change
in the bank base rate on corporate loans (sometimes known as "prime rate")
as from time to time published in the wall street journal, or such other
ate as the nation's largest banks may substitute therefor, from the rate on
the date of this agreement, the rate of interest charged to borrower shall
be changed by a like amount."
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as of this 20th day of February, 2001, in Lake Forest, California.
LENDER: BORROWER:
CAMEL FINANCIAL, INC. Worldwide Medical Corporation
00000 Xxxxxx Xxxx. (a Delaware corporation.)
X.X. Xxx 0000 00 Xxxxxxxx Xxxxxx Xx.
Xxxxxx, XX 00000-0000 Xxxx Xxxxxx, XX 00000
By: Vice President By:
