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Home My WebLink About2345 . ~ . .i ~ 451'730 . . ~ , ~ i~~? MN8 FINANCIAL CORP. s t ; ; s E~UIPMENT FINANCIN~3 AGREEMENT ~ . f THIS E~UIPMENT FINANCINO AGREEMENT ("a~reement") is dated as of the date set forth st the foot hereof by a~d ~ betvveen MNB FINANCIAI CORP., an Indiana Corporation ("Secured Psrty") and the debtor dssiynated at the foot hereof ~ ("Debto~"). Foi and in consideration of the mutual covenants and promises hereinaher set forth, Secured Party and Debtor hereby agrae as ~ followt: 1. EQUIPMENT; SECURITY INTEREST. The terms and cortditions of this agreement cover all machinery, equipment and othe~ property (individually an "Item of Equipment" and collectively the "Equipment") desait~ed in each and every schedule no~v or hereafter executed by the parties hereto and made a part hereof (individually a"Schedule" and collsctivelY the ~'Sd~edules"1. Debtor hereby g~ants Secured Party a security i~te~ast in and to all Debtor's right, title and interest in and to the Equipment under the Uni- ~ form Commercial Code, wch grsnt with rospect to an Item of.Equipment to be ss of Debtor's execution of the applicable sd~edule. ; Debtor shall enwre that wch security interest shall be and remai~ a sole and valid first lien security interest wbject only to the lien of f current taxes and assessments not in default but only if wch taxes are entitled to p?iority as a matter of law. + 2. OEBTOR'S OBLIOATIONS. The obligations of Debtor under this agreement respecting an Item of Equipment, except the ob~i- ~ gation to pay installme~t payments with respect thereto which shall commenae as set forth in parag~aph 3 below, oommence upon ~ Debtor's execution of a Schedule the~efor. ~ebtor's obligations hereunder with respect to an Item of Equipment and Secured Psrty's security interest therein shall continue u~til psyment of all amounts due, and performance of all terms and conditions required, here- under with respect thereto; provided, however, that if Debtor is then in default hereur?der said obligations and sacurity interest shall continue during the continuance of said default. Upon termination of Secured Party's security interest i~ an Item of Equipment ~ Secured Party shall execute wch release of i~terest with respect thereto as Debtor shall reasonably request. j 3. INSTALLMENT PAYMENTS AND OTHER PAYMENTS. Debtor shall paY Secured Pa~ty installment payments on acoount of ~ the Equipment in the amounu 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 forth at the foot hereof or to such othcr pe~son and/or such other plaoe as Secured Party ~ may from time to time designate in writing. Any and all othe? amounts ~equired to be paid Secured Party by Debtor hereunder shall be due upon Debtor's receipt of Secured Party's invoice therefor. ~ 3 4. ACCEPTANCE. Execution by Debtor and Secured Party of a Schedule covering the Equipment or any Items thereof shall conclusively, establish that wch Equipment shall be included under and shall be subject to all the terms and conditions of this agree- ment. If debtor has not furnished Secured Party with a Schedule sent to Debtor within fourteen lt4) daYS after receipt thereof, Secured Party shall, at its option,.have no further obligation with respect to such Schedule and the Items of Equipment covered thereby. ~ ; 5. LOCATION; INSPECTION; USE. Debtor shall keep or permanently garage, as appropriate, a~d not remove from the United States, each Item of Equipment in Oebtor's possession and co~trol at the Equipment Location designated in the applicable Srhedule, or at such other location to which such Item may have been moved with the prior written oonsent of Secured Party. WF?enever 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 upo~ the premises where the Equipment may be located for wch purpose. The Equipment shall at all times be used solely for commercial or busineu ' ~ purposes and operated in a careful and proper manner and in compliance with all applicable laws, ordinances, rules and regulations, all conditions and requirements of the policy or policies of insurance required to be carried by Debtor under the terms of this agree- ; ment and all manufacturer's instructions and warra~ty requirements. Any modifications or additions to the Equipment required by ~ any such governmental edict or inwrance policy shall be promptly made by Debtor. ~ II 6. ALTERATIONS; SECURITY INTEREST COVERAGE. Without the prior written consent of Secured Party, Debtor shall not ~ ~ make any alterations, additions or improvements to any Item of Equipment whidi detract from its economic value or functional ~ utility, except as may be required purwa~t to paragraph 5 above: Secured Party's security interest in the Equipment shall include atl ~ motlifications and additio~s thereto and replacements and substitutions therefor, in whole or in part. Such reference to replacements ~ ~ and substitutions shall not grant Debtor greater rights to replace or wbstitute than are provided in paragraph 8 below or as may be ~ allowed upon the prior written consent of Secured Party. 7. MAINTENANCE. Debtor shal{ 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 wch condition. ~ ~ 8. LOSS AND DAMAGE; CASUA~TY VALUE. In the event of the loss of, theft of, damage to, or destruction of an Item of F Equipment ("Casualty Occurrence") Debtor shall give Secured Party prompt notice thereof and shall thereafter place wch Item in " good repair, condition and working order; p~ovided, however, that if wch Item is determined by Secured Party to be lost, stolen, ~ destroyed or damaged beyond repair 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 order whereupon such replaoement equipment shalt be deemed wch Item for all purposes hereof or' (b) pay Secured Party the "Cawalty Value" of such Item which shalt equal the totat of (i) all installment payments andother amounts, if any, due at the time of such payment plus (ii) each future irutallment payment due with respect to such Item discounted on a rule ~ of 78's basis from the date due to the date of such payment. Upon wch replacement or payment, as appropriate, this agreement and Secured Party's security interest shall terminate with, and only with, respect to the Item so replaced or paid for in accordance ~ with paragraph 2 above. ~ 9. TITlING; REGISTRATION. Each Item of Equipment subject to title registration laws shall at all times be titled and/or re- ; ~ gistered by Debtor as Secured Party's agent and attorney-in-fact with full power and authority to register (but without power to affect ~ title to) the Equipment in such manner and in such jurisdiction or jurisdictions ss Se~xued Party shall direct. Debtor shall promptly ~ notify Secured Party of any necessary or advisable ret~tling and/or reregistration of a~ Item of Equipment in an jurisdiction other tha~ ~ 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 (60) days of the date any titling or registering or retitling or reregistering, 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 al! other taxes, fees, charges and assessments based on the ownership or use of the Equipment, and shall pay as directed by Secured Party or reimburse Secured Party for all other taxes, including, but not limited to, gross receipts taxes (exclusive of taxes based ~ j on Secured Party's net income or franchise taxes, unless wch net income or franchise taxes are in substitution fo? or relieve Oebtot . 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- j I ed or imposed upon the Equipment or otherv~rise related hereto or to the Equipment, now or he~eaher levied, assessed or imposed : under the authority of a federal, state or local 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. ~ ao~x~l~ P~c~E~~•, `