|
<br />200604312
<br />
<br />Additional Debt. Borrower will not obtain further loans, leases, or extensions of credit except from Lender without Lender's prior
<br />written consent.
<br />
<br />AFFIRMATIVE COVENANTS. On the date of this Agreement and continuing until the Indebtedness is repaid and Borrower's obligations are
<br />fully performed, Borrowcr makes the following promises.
<br />
<br />Notices of Claims and Litigation/Notice of Adverse Events. Borrower will promptly notify Lender in writing of all thrcatcned and
<br />actual litigation, governmental proceeding, default, and every other occurrence that may have a material adverse effect on Borrower's
<br />business, financial condition, or the Property.
<br />
<br />Insurance. Borrower will maintain adequate fire and extended risk insurance coverage, business interruption, workers' compensation,
<br />commercial general liability, and other insurance required by law or as may be required by Lender. All insurance policies will be in
<br />amounts, upon terms, and in a form acceptable to Lender. All policies must be carried with insurers acceptable to Lender. Borrower will
<br />provide evidence satisfactory to Lender of all insurance and that the policies arc in full force and effect and all insurance on the
<br />Collateral will name Lender as a mortgagee and loss payee, will include a lender's loss payable endorsement, and will require thirty days
<br />advance written notice to Lender of any cancellation of coverage. If the Borrower fails to maintain required insurance, the absence of the
<br />required insurance will bc an Event of Default. If this happens, Lender may buy the insurance, but will have no obligation to buy it.
<br />These amounts paid by Lender will be added to the Indebtedness or will be payable on demand, at Lender's option.
<br />
<br />Confirmatory Documents and Actions. Borrower agrees that on Lender's request, Borrower will do any act or execute any additional
<br />documents that are or may be required to make the tem1S of the Loan conform to the conditions contained in Lender's commitment to
<br />Borrower. Within five days of Lender's request, Borrower will furnish an estoppel certificate in a form Lender approves.
<br />
<br />Payment of Taxes. Horrower will pay all taxes, levies, and assessments required by all local, state, and federal agencies. Borrower will
<br />make these payments when the amounts are due but before any penalty for late payment is imposed. Borrower's failure to promptly pay
<br />any tax, levy, or assessment due will be an Event of Default unless Borrower is diligently disputing the amount and Borrower has
<br />established a reserve account for the payment of the taxes if Borrower does not prevail in the dispute.
<br />
<br />Business Existence and Operations. Borrower will keep Borrower's existence in its current organizational form in full force and effect
<br />unless Lender gives prior written consent to Borrower's proposed change. Borrower will not sell or merge Borrower's business or any
<br />part of Borrower's business without the Lender's prior written consent. Borrower will continue its business as currently conducted.
<br />Borrower will not change its name, its identification number, or its place of organization without Lender's prior written consent.
<br />Borrower will keep its books and records at the address in this Agreement. Borrower will promptly notify Lender in writing of any
<br />planned change in Borrower's principal place of business.
<br />
<br />Environmental Compliance. Borrower will comply with all laws affecting the environment. Borrower will notify Lender within ten
<br />days after Borrower receives a summons, notice, citation, letter, or any other type of notice from any federal, state, or local authority, or
<br />any other person that claims Borrower is in violation of any law affecting the environment. Obligors indemnify and hold Lender
<br />harmless from all violations of any environmental laws. This indemnity includes all costs and expenses incurred by Lender, including
<br />reasonable attorneys' fees, that are related to a violation of any environmental laws, even if the Indebtedness has been paid at the time
<br />any proceeding, claim, or action is started against Lender. Lender may itself or through Borrower arrange for an environmental audit
<br />prepared by a qualified environmental engineering firm acceptable to Lender to confirm the continued accuracy of Borrower's
<br />environmental representations and warranties. Borrower will pay for the environmental audit.
<br />
<br />Use of Proceeds. Borrower will use the loan proceeds in its business.
<br />
<br />Financial Covenants.
<br />
<br />Other Information. From the date hereof until the Indebtedness is fully repaid and all of Obligors' obligations arc fully performed and
<br />satisfied, the Parties cited below agree, unless otherwise consented to in writing by the Lender, they will submit the following:
<br />
<br />NEGA TIVE COVENANTS. On the date of this Agreement and continuing until the Indebtedness is repaid and Borrower's obligations are
<br />fully performed, Borrower makes the following promises.
<br />
<br />Pay Limitations. Borrower will not draw, permit, or pay anyone more than is reasonable for services provided to Borrower.
<br />
<br />No Borrowings, Guarantees, or Loans. Borrower will not incur debt, borrow money, or guaranty any loan or other obligation.
<br />Borrower will not lend any money or sell any of Borrower's accounts receivable without Lender's prior written permission.
<br />
<br />No Encumbrances or Transfer of Assets. Borrower will not mortgage, assign, hypothecate, or encumber any of the Property except to
<br />Lender without Lender's prior written permission. Borrower will not sell, transfer, or assign any of the Property without Lender's prior
<br />written permission. Borrower will not merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of Borrower's
<br />Property or Borrower's business.
<br />
<br />EVENTS OF DEFAULT. The occurrence of any of the following events will be an Event of Default.
<br />
<br />Noncompliance with Lender Agreements. Default by Borrower under any provision of this Agreement, the Related Documents, or any
<br />other agreement with Lender.
<br />
<br />False Statements. If an Obligor made or makes a false or misleading misrepresentation in the Related Documents, in any supporting
<br />matcrial submitted to Lender or to third parties providing reports to Lender, or in Financial Statements given or to be given to Lender.
<br />
<br />Material Adverse Change. Any material adverse change in the Borrower's business, financial condition, or the Property has occurred or
<br />is imminent; if the full performance of the obligations ofany Obligor is materially impaired; or if the Collateral and its value or Lender's
<br />rights with respect thereto are materially impaired in any way. The existence or reasonable likelihood of litigation, governmental
<br />proceeding, default, or other event that may materially and adversely affect an Obligor's business, financial condition, or the Property.
<br />
<br />Insolvency or Liquidation. An Obligor voluntarily suspends transaction of its business or does not generally pay debts as they mature. If
<br />an Obligor has or will make a general assignment for the benefit of creditors or will file, or have filed against it, any petition under
<br />federal bankruptcy law or under any other state or federal law providing for the relief of debtors if the resulting proceeding is not
<br />discharged within thirty days after filing. If a receiver, trustee, or custodian is or will be appointed for an Obligor.
<br />
<br />Default on Unrelated Debt. If Borrower materially defaults under a provision of an agreement with a third party or if the indebtedness
<br />under such an agreement is accelerated.
<br />
<br />Judgments or Attachments. If there is entered against an Obligor a judgment that materially affects the Borrower's business, financial
<br />condition, or the Property, or if a tax lien, levy, writ of attachment, garnishment, execution, or similar item is or will be issued against the
<br />Collateral or which materially affects Borrower's business, financial condition, or the Property, and which remains unpaid, unstayed on
<br />appeal, undischarged, unbonded, or undismissed for thirty days after it was issued.
<br />
<br />Collateral Impairment. Lender has a good-faith belief that Lender's rights in the Collateral are or will soon be impaired or that the
<br />Collateral itself is or soon will be impaired.
<br />
<br />Termination of' Existence or Change in Control. If Borrower or Borrower's business is sold or merged or if Borrower or Borrower's
<br />business suspends business or ceases to exist.
<br />
<br />Insecurity. If Lender has a good-faith belief that any Party is unable or will soon be unable to perform that Party's duties under this
<br />Agreement or under the Related Documents.
<br />
<br />CO! 2004-2005 Copyright Compliance Systems. [l1e, A595-1 [J5E - 200510.98
<br />Business Loan Agreement - OlA004
<br />
<br />Page 2 of3
<br />
<br />www.complianccsystcrns.com
<br />800.968.8522. Fax 616-956-IM~
<br />
|