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HomeMy WebLinkAbout0663 . ~~s~~o . ` , i1 ~ MN6 FINANCIAL CORP. EDUIPMENT FINANCING AGREEMENT THIS E~UIPMENT FINANCING AGREEMENT ("agreement") is dated as of the date set forth at the foot hereof by and between MNB FINANCIAL CORP., an I~diane Corporation ("Secured Pa~ty") and the debtor designated at the foot hereof 1"Debtor"?. For and in consideration of the mutual covenants and p~omises hereinafter set forth, Secured Party and Oebtor hereby agree as totlows: 1. EAUIPMENT; SECURITY INTEREST. The terms and co~ditions of this agreement cover all machinery, equipment and other property (individually an "Item of Equipment" and collectively the "EquipmenY') d~scribed in each and every schedule now or hereafter executed by the parties hereto and m~e a part hereof (individually a"Schedule" and collectively the "Schedules"1. Oebtor hereby gra~ts Secured Party a security interest in and to a~l Oebtor's right, title and interest i~ a~d to the Equipment under the Uni- form Commercial Code, such grant with respect to an Item of Equipment to be as of Oebtor's execution of the applicable schedute. Debtor shall ensure that such security interest shall be and remain a soie and valid first lien security interest subject only to the lie.: of current taxes and assessments not in default but only if such taxes are entitled to p?iority as a matter of law. 2. DEBTOR'S OBLIGATIONS. The obligations of Debtor under this agreement respecting an Item of Equipment, except the obli- qation to pay installment payments with respect thereto which shall comme~ce as set forth in parag~aph 3 below, commence upon Debtor's execution of a Schedule therefor. Debtor's obligations hereunder with respect to an Item of Equipm°nt and Secured Party's security interest therein shall continue until payment of all amounts due, and performance of all terms and co~ditions required, here- under with respect thereto: provided, however, that if Debtor is then in default hereunder said obligations and security interest shall continue during the continuance of said default. Upon termination of Secured Party's security interest in an Item of Equipment Secured Party shall execute such release of interest with respect thereto as Debtor shall reasonably request. 3. INSTALLMENT PAYMENTS AND OTHER PAYMENTS. Debtor shall pay Secured Party instatlment payments on actcunt of the Equipment in the amounts and at the times set forth in the Schedules, whether or not Secured Party has rendered an invoice therefor, at the office of Secured Party set fo?th at the foot hereof or to such other person a~d/or such other place as S~cured Pa~ty ~nay from time to time designate in writing. Any and all other amounts required to be paid Secured Parry by Debtor hereunder shall be due upon Debto~'s receipt of Secured Party's invoice therefor. 4_ ACCEPTANCE. Execution by Debtor and Secured Party of a Schedule covering the Equipment or any Items thereof shall conclusively, establish that such Equipment shall be included under and shall be subject to all the terms and canditions of this agree- ment_ If debtor has not furnished Secured Party with a Schedule sent to Debtor within fourteen (14) days after receipt thereof, Secured Party shalt, at its option, have no further obtigation with respect to such Schedule and the Itams of Equipment covered thereby. 5. LOCATION; INSPECTION: USE. Debtor shatl keep or permanently garage, as appropriate, and not remove from the United States, each Item of Equipment in Debtor's possession and control at the Equipment Location designated in the applicable Schedule, or at such other location to which such Item may have been moved with the prior written consent of Secured Party. Whenever re- quested by Secured Party, Debtor shall advise Secured Party as to the exact location of any Item of Equipment. Secured Party shall have the right to inspect the Equipment and observe its use during normal business hours and to enter into and.upon the premises ,,vhere the Equipment may be located for such purpose. The Equipment shall at all times be used solely for commercial or business purposes and operated in a careful and proper manner and in compliance with all applicable laws, ordinances, rules and regulations, ~ a~l conditions and requirements of the policy or policies of insurance required to be carried by Debto~ under the terms of this agree- ; ment and all manufecturer's instructions and warranty requirements. Any modifications or additions to the Equipment required by € any such governmental edict or insurance policy shall be promptly made by Debtor. ' 6. ALTERATIONS; SECURITY INTEREST COVERAGE. Without the prior written consent of Secured Party, Debtor shall not r make any alterations, additions or improvements to any Item of Equipment which detract from its economic value or functional ~ ut~l~ty, except as may be required pursuant to paragraph 5 above. Secured Party's security interest in the Equipment shall include all ~ modificatio~s and additions thereto and replacements and substitutions therefor, in whole or in part. Such reference to replacements ~ ared substitutions shall not grant Oebtor greater rights to replace or substitute than are provided in paragraph 8 below or as maY be ~ altowed upon the prior written consent of Secured Party. ~ 7. MAINTENANCE. Debtor shatl maintain the Equipment in good repair, condition and working order and shall furnish all parts, ¢ mechanisms, devices and labor required to keep the Equipment in such condition. ~ 8. LOSS AND DAMAGE; CASUALTY VALUE. In the event of the loss of, theft of, damage to, or destruction of an Item of ~ Equipment ("Casualty Occurrence") Debtor shall give Secured Party prompt notice thereof and shall thereafter place such Item in good repair, condition and working order; provided, however, that if such Item is determined by Secured Party to be lost, stolen, ~ destroyed or damaged beyond repa~r or suffers a constructive total loss as defined in any applicable insurance policy carried by Debtor ~ :n accordance with paragraph 11 below, Debtor, at Secured Party's option, shall: (a) replace such Item with like equipment in good ~ repair, condition and working orde~ whereupon such replacement equipment shall be deemed such Item f~r alf purposes hereof or ~ (b) pay Secured Party the "Cawalty Value" of such Item which shall equal the total of (i) all installment payments and other amounts, ~ ~f any, due at the time of such payment plus (ii1 each future installment payment due with respect to such Item discounted on a ru{e ~ of 78's basis from the date due to the date of such payment. Upon such replacement or payment, as appropriate, this agreement ~ and Secured Party's security interest shall termi~ate with, and only with, respect to the Item so replaced or paid far in accordance w~th paragraph 2 above. ~ ~ 9. TITLING; REGISTRATION. Each Item of Equipment subject to title registration laws shall at all times be titled and/or re- = g~stered by Debtor as Secured Party's agent and attorneY-in-fact with full power and authority to register Ibut without power to affect ' title to) the Equipment in such manner and in such jurisdiction or jurisdictions as Secured Party shall direct. Debtor shall promptly notify Secured Party of any necessary or advisable retitling and/or reregistration of an Item of Equipment in an jurisdiction other than one in which such Item is then titled and/or registered. Any and all documents of title shall be furnished or caused to be furnished Secured Party by Debtor within sixty (601 days of the date any titling or registering or retitling or reregisterir.g, as appropriate, is directed by Secured Party. 10. TAXES. Debtor as and when due shall directly pay and make filings with respect to all personal property and other ad valorem taxes and all other taxes, fees, charges and assessments based on the ownership or use of the Equipment, and shall pay as directed by ' r== Secured Party or reimburse Secured Party for all other taxes, including, but not limited to, gross receipts taxes (exclusive of taxes based ~ on Secured Party's net income or iranchise taxes, unless such net income or franchise taxes are in substitution for or relieve Debtor from any taxes which Debtor would otherwise be obligated to pay under the terms of this paragraph 101 fees, charges and assess- - ments, whatsoever, however designated, whether based on the installment payments or other amounts due hereunder or levied, assess- ~ ed or imposed upon the Equipment or othenaise related hereto or to the Equipment, now or hereafter levied, assessed or imposed under the authority of a federal, state or Iceal taxing jurisdiction, regardleu of when and by whom payable. Filings with respect to ~ such other amounts shall, at Secured Party's option, be made by Secured Party or by Debtor as directed by Secured Party. ~ 3001( ~U~ PAGE U ~ ~ , . - ; _ ` ~ - - - - - - - .v _ ~ ~ _ . . ~