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Exhibit 10.13
BUSINESS LOAN AGREEMENT
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Principal
Loan Date
Maturity Loan
No.
$150,000.00
06-23-2008
06-09-2009
930610000
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Call / Coll
Account
Officer
Initials
RK
/s/ RK
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References in the boxes above are for Lender's use only and
do not limit the applicability of this document to
any particular loan or item. Any item above
containing "***" has been omitted due to text
length
limitations.
Borrower:
Lender:
Amexdrug Corporation; Dermagen,
Inc.;
National Bank of California
Biorx Pharmaceuticals, Inc.;
Royal
Corporate Banking Department
Health Care, Inc.; and Allied Med
Inc. 145 South
Fairfax Avenue
8909 West Olympic Boulevard, Suite
208 Los Angeles,
State CA 90036
Beverly Hills, CA
90211
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THIS BUSINESS LOAN AGREEMENT dated June 23, 2008, is made and
executed between
Amexdrug Corporation; Dermagen, Inc.; Biorx Pharmaceuticals,
Inc.; Royal Health
Care, Inc.; and Allied Med Inc.
("Borrower") and National Bank of California
("Lender") on the following terms and conditions.
Borrower has received prior
commercial loans from Lender or has applied to Lender for a
commercial loan or
loans or other financial accommodations, including those
which may be described
on any exhibit or schedule attached to this Agreement.
Borrower understands and
agrees that: (A) in granting, renewing, or extending any Loan,
Lender is relying
upon Borrower's representations, warranties, and agreements as set
forth in this
Agreement; (B) the granting, renewing, or extending of any Loan by
Lender at all
times shall be subject to Lender's sole judgment
and discretion; and (C) all
such Loans shall be and remain subject to
the terms and conditions of this
Agreement. This Agreement shall apply to any and all
present and future loans,
loan advances, extension of
credit, financial accommodations and
other
agreements and undertakings of every nature and kind that may be
entered into by
and between Borrower and Lender now and in the future.
TERM. This Agreement shall be effective as of June 23, 2008,
and shall continue
in full force and effect until such time as all of Borrower's
loans in favor of
Lender have been paid in full, including principal, interest,
costs, expenses,
attorneys' fees, and other fees and charges, or until
such time as the parties
may agree in writing to terminate this Agreement.
ADVANCE AUTHORITY. The following person or
persons are authorized to request
advances and authorize payments under the line of credit
until Lender receives
from Borrower, at Lender's address shown above, written
notice of revocation of
such authority: Jack N. Amin, President/Secretary of Amexdrug
Corporation; Jack
N. Amin, President/Secretay of Dermagen, Inc.; Jack N. Amin,
President/Secretary
of BioRx Pharmaceuticals, Inc.; Jack N.
Amin, President/Secretary of Royal
Health Care, Inc.; and Jack N. Amin, President/Secretary of Allied
Med Inc.
CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's
obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be
subject to the
fulfillment to Lender's satisfaction of all of the conditions
set forth in this
Agreement and in the Related Documents.
Loan
Documents. Borrower shall provide
to Lender the following
documents for the
Loan: (1) the Note; (2) Security Agreements granting
to
Lender security interests in
the Collateral; (3) financing
statements
.and all other documents perfecting
Lender's Security
Interests; (4)
evidence of insurance as required below; (5) guaranties;
(6) together with
all such Related Documents as Lender may require for
the Loan; all in
form and substance satisfactory to Lender and Lender's
counsel.
Borrower's
Authorization. Borrower shall have provided
in form and
substance
satisfactory to Lender properly certified resolutions,
duly
authorizing the
execution and delivery of this Agreement, the Note and
the Related
Documents. In addition, Borrower shall have provided
such
other
resolutions, authorizations, documents and instruments as
Lender
or its counsel,
may require.
Payment of Fees
and Expenses. Borrower shall have paid to Lender
all
fees,
charges, and other expenses which are then due
and payable as
specified in this
Agreement or any Related Document.
Representations
and Warranties. The representations and warranties set
forth in this
Agreement, in the Related Documents, and in any document
or
certificate delivered to Lender under this Agreement
are true and
correct.
No Event of
Default. There shall not exist at the time of any Advance a
condition
which 'would constitute an Event of
Default under this
Agreement or under
any Related Document.
MULTIPLE BORROWERS. This Agreement has been executed by
multiple obligors who
are referred to in this Agreement individually, collectively and
interchangeably
as "Borrower." Unless specifically stated to the
contrary, the word "Borrower"
as used in this Agreement, including without
limitation all representations,
warranties and covenants, shall include all Borrowers.
Borrower understands and
agrees that, with or without notice to any one Borrower, Lender may
(A) make one
or more additional secured or unsecured loans or
otherwise extend additional
credit with respect to any other
Borrower; {B) with respect to any other
Borrower alter, compromise, renew, extend, accelerate,
or otherwise change one
or more times the time for payment or other terms of any
indebtedness, including
increases and decreases of the rate
of interest on the indebtedness; (C)
exchange, enforce, waive, subordinate, fail
or decide not to perfect, and
release any security, with or without the substitution
of new collateral; (D)
release, substitute, agree not to
sue, or deal with any one or
more of
Borrower's or any other Borrower's sureties, endorsers,
or other guarantors on
any terms or in any manner Lender may choose; (E)
determine how, when and what
application of payments and credits shall be made
on any indebtedness; -(F)
apply such security and direct the order or manner of
sale of any Collateral,
including without limitation, any non-judicial
sale permitted by the terms of
the controlling security agreement or deed of trust, as Lender in
its discretion
may determine; {G) sell, transfer, assign or grant
participations in all or any
part of the Loan; (H) exercise or refrain from
exercising ,any rights against
Borrower or others, or otherwise act or
refrain from acting; (I) settle or
compromise any indebtedness; and (J) subordinate the payment
of all or any part
of any of Borrower's indebtedness to Lender to the
payment of any liabilities
which may be due Lender or others.
REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants to Lender, as
of the date of this Agreement, as of the
date of each disbursement of loan
proceeds, as of the date of any renewal, extension or
modification of any Loan,
and at all times any Indebtedness exists:
Organization. Amexdrug Corporation is a
corporation for profit which
is, and at all
times shall be, duly organized, validly existing, and in
good
standing under and by virtue of the laws of the State of
Nevada.
Amexdrug
Corporation is duly authorized to transact
business in all
other states in
which Amexdrug Corporation is doing business,
having
obtained all
necessary filings, governmental licenses and approvals for
each
state in which Amexdrug
Corporation is doing business.
Specifically, Amexdrug Corporation is, and at all times shall
be, duly
qualified as a
foreign corporation in all states in which the
failure
to so qualify
would have a material adverse effect on its business
or
financial
condition. Amexdrug Corporation has the
full power and
authority to, own
its properties and to transact the business in which
it is
presently engaged or presently proposes to
engage. Amexdrug
Corporation
maintains an office at 8909 West Olympic Boulevard, Suite
208,
Beverly Hills, CA 90211. Unless
Amexdrug Corporation has
designated
otherwise in writing, the principal office is the office at
which
Amexdrug Corporation keeps its books and records
including its
records
concerning the Collateral. Amexdrug Corporation
will notify
Lender prior
to any change in the location of Amexdrug
Corporation's
1
<PAGE>
BUSINESS LOAN AGREEMENT
Loan No:
930610000
(Continued)
Page 2
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state of
organization or any change in Amexdrug
Corporation's name.
Amexdrug
Corporation shall do all things necessary to preserve and
to
keep in full force
and effect its existence, rights and privileges, and
shall comply with
all regulations, rules, ordinances, statutes, orders
and decrees of
any governmental or quasi-governmental
authority or
court
applicable to Amexdrug Corporation and Amexdrug
'Corporation's
business
activities.
Dermagen, Inc. is a corporation for profit which is, and at
all times shall be,
duly organized, validly existing, and in good
standing under and by virtue of
the laws of the State of California.
Dermagen, Inc. is duly authorized to
transact business in all other states in which Dermagen, Inc. is
doing business,
having obtained all necessary filings, governmental
licenses and approvals for
each state in which Dermagen, Inc. is doing business.
Specifically, Dermagen,
Inc. is, and at all times shall be, duly qualified as a
foreign corporation in
all states in which the failure to so
qualify would have a material adverse
effect on its business or financial condition. Dermagen, Inc. has
the full power
and authority to own its properties and to transact the
business in which it is
presently engaged or presently proposes to engage.
Dermagen, Inc. maintains an
office at 2500 East Fender Avenue,
Suite J, Fullerton, CA 92831. Unless
Dermagen, Inc. has designated otherwise in writing, the
principal office is the
office at which Dermagen, Inc. keeps its books and records
including its records
concerning the Collateral. Dermagen, Inc. will notify Lender prior
to any change
in the location of Dermagen, Inc.'s state
of organization or any change in
Dermagen, Inc.'s name. Dermagen, Inc. shall do all things
necessary to preserve
and to keep in full force and effect its existence, rights
and privileges, and
shall comply with all regulations, rules,
ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority
or court applicable
to Dermagen, Inc. and Dermagen, Inc.'s business activities.
Biorx Pharmaceuticals, Inc. is a
corporation for profit which is, and at all
times shall be, duly organized, validly existing, and in good
standing under and
by virtue of the laws of the State of Nevada. Biorx
Pharmaceuticals, Inc. is
duly authorized to transact business
in all other states in which Biorx
Pharmaceuticals, Inc. is doing business, having obtained all
necessary filings,
governmental licenses and
approvals for each state
in which Biorx
Pharmaceuticals, Inc. is doing business.
Specifically, Biorx Pharmaceuticals,
Inc. is, and at all times shall be, duly qualified as a
foreign corporation in
all states in which the failure to so
qualify would have a material adverse
effect on its business or financial condition. Biorx
Pharmaceuticals, Inc. has
the full power and authority to own its properties and to
transact the business
in which it is presently engaged or
presently proposes to engage. Biorx
Pharmaceuticals, Inc. maintains an office at 318 North Carson #208,
Carson City,
NV 89701. Unless Biorx Pharmaceuticals,
Inc. has designated otherwise in
writing, the principal office is the office at which Biorx
Pharmaceuticals, Inc.
keeps its books and records including its records
concerning the Collateral.
Biorx Pharmaceuticals, Inc. will
notify Lender prior to any change in the
location of Biorx Pharmaceuticals, Inc.'s state of organization or
any change in
Biorx Pharmaceuticals, Inc.'s name. Biorx
Pharmaceuticals, Inc. shall do all
things necessary to preserve and to keep in full force and effect
its existence,
rights and privileges, and shall comply with all regulations,
rules, ordinances,
statutes, orders and decrees of any governmental or
quasi-governmental authority
or court applicable to Biorx Pharmaceuticals, Inc. and
Biorx Pharmaceuticals,
Inc.'s business activities.
Royal Health Care, Inc. is a corporation for profit
which is, and at all times
shall be, duly organized, validly existing, and
in good standing under and by
virtue of the laws of the State of Nevada. Royal
Health Care, Inc. is duly
authorized to transact business in all other states in which
Royal Health Care,
Inc. is doing business, having obtained all
necessary filings, governmental
licenses and approvals for each state in which Royal Health
Care, Inc. is doing
business. Specifically, Royal Health Care, Inc. is, and
at all times shall be,
duly qualified as a foreign corporation in all states in which the
failure to so
qualify would have a material adverse
effect on its business or financial
condition. Royal Health Care, Inc. has the full power
and authority to own its
properties and to transact the business in which
it is presently engaged or
presently proposes to engage. Royal Health Care, Inc. maintains an
office at 318
North Carson #208, Carson City, NV 89701. Unless
Royal Health Care, Inc. has
designated otherwise in writing, the
principal office is the office at which
Royal Health Care, Inc. keeps its books
and records including its records
concerning the Collateral. Royal Health Care, Inc. will
notify Lender prior to
any change in the location of Royal Health Care, Inc.'s state of
organization or
any change in Royal Health Care, Inc.'s name. Royal
Health Care, Inc. shall do
all things necessary to preserve and
to keep in full force and effect its
existence, rights and privileges, and shall comply with all
regulations, rules,
ordinances, statutes,
orders and decrees
of any governmental or
quasi-governmental authority or court applicable to Royal
Health Care, Inc. and
Royal Health Care, Inc.'s business activities.
Allied Med Inc. is a corporation for profit which is, and at all
times shall be,
duly organized, validly existing, and in good
standing under and by virtue of
the laws of the State of Oregon. Allied Med Inc. is duly
authorized to transact
business in all other states in which Allied Med Inc. is doing
business, having
obtained all necessary filings,
governmental licenses and approvals for each
state in which Allied Med Inc. is doing business.
Specifically, Allied Med Inc.
is, and at all times shall be, duly qualified as a
foreign corporation in all
states in which the failure to so qualify would have a
material adverse effect
on its business or financial condition. Allied Med Inc.
has the full power and
authority to own its properties and to
transact the business in which it is
presently engaged or presently proposes to engage. Allied Med
Inc. maintains an
office at 6312 SW Capitol Highway #226, Portland, OR
97201. Unless Allied Med
Inc. has designated otherwise in writing, the principal
office is the office at
which Allied Med Inc. keeps its books
and records including its records
concerning the Collateral. Allied Med Inc.
will notify Lender prior to any
change in the location of Allied Med Inc.'s state of
organization or any change
in Allied Med Inc.'s name. Allied Med Inc. shall
do all things necessary to
preserve and to keep in full force
and effect its existence, rights
and
privileges, and shall comply with all regulations, rules,
ordinances, statutes,
orders and decrees of any governmental or quasi-governmental
authority or court
applicable to Allied Med Inc. and Allied Med Inc.'s business
activities.
Assumed Business Names. Borrower has filed or recorded all
documents or filings
required by law relating to all
assumed business names used by
Borrower.
Excluding the name of Borrower, the following is a complete
list of all assumed
business names under which Borrower does business: None.
Authorization. Borrower's execution, delivery, and performance of
this Agreement
and all the Related Documents have been duly authorized by
all necessary action
by Borrower, do not require the
consent or approval of any other person,
regulatory authority, or governmental body, and do not
conflict with, result in
a violation of, or constitute a
default under (1) any provision of (a)
Borrower's articles of incorporation or
organization, or bylaws, or (b) any
agreement or other instrument binding upon Borrower or (2) any law,
governmental
regulation, court decree, or order
applicable to Borrower or to Borrower's
properties. Borrower has the power and authority to enter
into the Note and the
Related Documents and to grant collateral as security for the Loan.
Borrower has
the further power and authority to own and to hold all of
Borrower's assets and
properties, and to -carry on Borrower's business as presently
conducted.
Financial Information. Each of Borrower's
financial statements supplied to
Lender truly and completely disclosed Borrower's
financial condition as of the
date of the statement, and there has
been no material adverse change in
Borrower's financial condition subsequent
to the date of the most recent
financial statement supplied to Lender.
Borrower has no material contingent
obligations except as disclosed in such financial statements.
Legal Effect. This Agreement
constitutes, and any instrument or agreement
Borrower is required to give under this Agreement when delivered
will constitute
legal, valid, and binding obligations of Borrower enforceable
against .Borrower
in accordance with their respective terms.
Properties. Except as contemplated by this Agreement or as
previously disclosed
in Borrower's financial statements or in writing
to Lender and as accepted by
Lender, and except for property tax
liens for taxes not presently due and
payable, Borrower owns and has good title to all of
Borrower's properties free
and clear of all Security Interests, and has not executed any
security documents
or financing statements relating to
such properties. All of
Borrower's
properties are titled in Borrower's legal
name, and Borrower has not used or
filed a financing statement under any other name for at least
the last five (5)
years.
2
<PAGE>
BUSINESS LOAN AGREEMENT
Loan No:
930610000
(Continued)
Page 3
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Hazardous Substances. Except as disclosed
to and acknowledged by Lender in
writing, Borrower represents and
warrants that: (1) During the period of
Borrower's ownership of the Collateral,
there has been no use, generation,
manufacture, storage, treatment, disposal, release or
threatened release of any
Hazardous Substance by any person
on, under, about or from any of
the
Collateral. (2) Borrower has no knowledge of, or
reason to believe that there
has been (a) any breach or violation of any
Environmental Laws; (b) any use,
generation, manufacture, storage,
treatment, disposal, release or threatened
release of any Hazardous Substance on, under, about or
from the Collateral by
any prior owners or occupants of any of the
Collateral; or (c) any actual or
threatened litigation or claims of any kind by
any person relating to such
matters. (3) Neither Borrower nor any
tenant, contractor, agent or other
authorized user of any of the Collateral
shall use, generate, manufacture,
store, treat, dispose of or release any Hazardous Substance
on, under, about or
from any of the Collateral; and any
such activity shall be conducted
in
compliance with all applicable federal, state, and local laws,
regulations, and
ordinances, including without limitation
all Environmental Laws. Borrower
authorizes Lender and its agents to enter
upon the Collateral to make such
inspections and tests as Lender may deem appropriate to
determine compliance of
the Collateral with this section of the Agreement. Any inspections
or tests made
by Lender shall be at Borrower's expense and for
Lender's purposes only and
shall not be construed to create any responsibility or
liability on the part of
Lender to Borrower or to any other person. The
representations and warranties
contained herein are based on Borrower's due
diligence in investigating the
Collateral for hazardous waste and Hazardous
Substances. Borrower hereby (1)
releases and waives any future
claims against Lender for
indemnity or
contribution in the event Borrower becomes
liable for cleanup or other costs
under any such laws, and (2) agrees to indemnify,
defend, and hold harmless
Lender against any and all claims, losses, liabilities,
damages, penalties; and
expenses which Lender may directly or indirectly
sustain or suffer resulting
from a breach of this section of the Agreement or as a
consequence of any use,
generation, manufacture, storage, disposal, release or
threatened release of a
hazardous waste or substance on the Collateral. The
provisions of this section
of the Agreement, including the
obligation to indemnify and defend, shall
survive the payment of the Indebtedness and
the termination, expiration or
satisfaction of this Agreement and shall not be affected by
Lender's acquisition
of any interest in any of the Collateral, whether by foreclosure or
otherwise.
Litigation and Claims. No litigation,
claim, investigation, administrative
proceeding or similar action {including those for unpaid taxes)
against Borrower
is pending or threatened, and no other event has
occurred which may materially
adversely affect Borrower's financial
condition or properties, other than
litigation, claims, or other events,. if any,
that have been disclosed to and
acknowledged by Lender in writing.
Taxes. To the best of Borrower's knowledge, all
of Borrower's tax returns and
reports that are or were required to be filed, have been
filed, and all taxes,
assessments and other governmental charges have been paid in
full, except those
presently being or to be contested by Borrower in
good faith in the ordinary
course of business and for which adequate reserves have been
provided.
Lien Priority. Unless otherwise
previously disclosed to Lender in writing,
Borrower has not entered into or granted any Security
Agreements, or permitted
the filing or attachment of any Security
Interests on or affecting any of the
Collateral directly or indirectly securing
repayment of Borrower's Loan and
Note, that would be prior or that may
in any way be superior to Lender's
Security Interests and rights in and to such Collateral.
Binding Effect. This Agreement, the Note, all Security
Agreements (if any), and
all Related Documents are binding upon the
signers thereof, as well as upon
their successors, representatives and assigns,
and are legally enforceable in
accordance with their respective terms.
Commercial Purposes. Borrower intends to
use the Loan proceeds solely for
business or commercially related purposes.
Employee Benefit Plans. Each employee benefit plan as to which
Borrower may have
any liability complies in all material respects with all applicable
requirements
of law and regulations, and (1) no Reportable Event nor
Prohibited Transaction
{as defined in ERISA) has occurred with respect to any such
plan, (2) Borrower
has not withdrawn from any such plan or initiated steps
to do so, (3) no steps
have been taken to terminate any such plan or to appoint a trustee
to administer
such a plan, and 14) there are no
unfunded liabilities other than those
previously disclosed to Lender in writing.
Investment Company Act. Borrower is not an
"investment company" or a company
"controlled" by an "investment company", within
the meaning of the Investment
Company Act of 1940, as amended.
Public Utility Holding Company Act. Borrower is not a
"holding company", or a
"subsidiary company" of a "holding company", or
an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company",
within the meaning
of the Public Utility Holding Company Act of 1935, as amended.
Regulations T and U. Borrower is not
engaged principally, or as one of its
important activities, in the business of
extending credit for the purpose of
purchasing or carrying margin stock {within the meaning
of Regulations T and U
of the Board of Governors of the federal Reserve System).
Information. All information previously
furnished or which is now being
furnished by Borrower to Lender for the purposes of or in
connection with this
Agreement or any transaction contemplated
by this Agreement is, and all
information furnished by or on behalf of Borrower to
Lender in the future will
be, true and accurate in every material
respect on the date as of which such
information is dated or certified;
and no such information is or will be
incomplete by omitting to state any material fact
the omission of which would
cause the information to be misleading.
Claims and Defenses. There are no defenses or
counterclaims, offsets or other
adverse claims, demands or actions of any kind,
personal or otherwise, that
Borrower, any Grantor, or any Guarantor could assert
with respect to the Note,
Loan, this Agreement, or the Related Documents.
AFFIRMATIVE COVENANTS. Borrower covenants and agrees
with Lender that, so long
as this Agreement remains in effect, Borrower will: Repayment.
Repay the Loan in
accordance with its terms and the terms of this Agreement.
Notices of Claims and Litigation. Promptly inform
Lender in writing of (1) all
material adverse changes in Borrower's financial condition, and (2)
all existing
and all threatened
litigation, claims,
investigations, administrative
proceedings or similar actions affecting Borrower or
any Guarantor which could
materially affect the financial condition of Borrower or the
financial condition
of any Guarantor. In addition, Borrower shall provide Lender with
written notice
of the occurrence of any Event of Default, the
occurrence of any Reportable
Event under, or the institution of steps by
Borrower to withdraw from, or the
institution of any steps to terminate, any
employee benefit plan as to which
Borrower may have any liability.
Financial Records. Maintain its books and
records in accordance with GAAP,
applied on a consistent basis, and permit Lender to examine and
audit Borrower's
books and records at all reasonable times.
Financial Statements. Furnish Lender with the following:
3
<PAGE>
BUSINESS LOAN AGREEMENT
Loan No:
930610000
(Continued)
Page 4
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Annual
Statements. As soon as available, but in no event
later than
ninety (90) days
after the end of each fiscal year, Borrower's balance
sheet and income
statement for the year ended, prepared by Borrower.
Tax Returns.
As soon as available, but in no event later than
thirty
(30) days after
the applicable filing date for the tax reporting period
ended,
Federal and other governmental tax
returns, prepared by
Borrower.
Additional
Requirements.
Guarantor
Financial Requirements: Furnish Lender with the following:
Annual
Statements. As soon as available, but in no event
later than
ninety (90)
days after the end of each year,
Guarantors' financial
statement.
Guarantor Tax
Returns. As soon as available, but in no event later than
thirty (30) days
after the applicable filing date for the tax reporting
period
ended, Federal and other governmental tax returns,
prepared by
Guarantor.
All financial reports required to be provided
under this Agreement shall be
prepared in accordance with GAAP, applied on a
consistent basis, and certified
by Borrower as being true and correct.
Additional Information. Furnish such additional information
and statements, as
Lender may request from time to time.
Financial Covenants and Ratios. Comply with the following
covenants and ratios:
Additional Requirements. Borrower shall maintain its
primary business account
with Lender.
Additional
Requirements. Borrower shall maintain its primary
business
account with
Lender.
Except as provided
above, all computations made to determine compliance
with the
requirements contained in this paragraph
shall be made in
accordance with
generally accepted accounting principles, applied on a
consistent basis,
and certified by Borrower as being true and correct.
Insurance. Maintain fire and other risk insurance,
public liability insurance,
and such other insurance as Lender may
require with respect to Borrower's
properties and operations, in form,
amounts, coverages and with insurance
companies acceptable to Lender. Borrower, upon request
of Lender, will deliver
to Lender from time to time the policies or
certificates of insurance in form
satisfactory to Lender, including
stipulations that coverages will not be
cancelled or diminished without at least ten (10) days prior
written notice to
Lender. Each insurance policy also shall include an
endorsement providing that
coverage in favor of Lender will not be impaired in any way by any
act, omission
or default of Borrower or any other person. in
connection with all policies
covering assets in which Lender holds or is offered a
security interest for the
Loans, Borrower will provide Lender with
such lender's loss payable or other
endorsements as Lender may require.
Insurance Reports. Furnish to Lender, upon request of
Lender, reports on each
existing insurance policy showing such
information as Lender may reasonably
request, including without limitation
the following: (1) the name of the
insurer; (2) the risks insured;
-(3) the amount of the policy; (4)
the
properties insured; (5) the then current property
values on the basis of which
insurance has been obtained, and the manner of determining those
values; and (6)
the expiration date of the policy. In addition, upon request
of Lender (however
not more often than annually), Borrower
will have an independent appraiser
satisfactory to Lender determine, as
applicable, the actual cash value or
replacement cost of any Collateral. The cost of such
appraisal shall be paid by
Borrower.
Guaranties. Prior to disbursement of
any Loan proceeds, furnish executed
guaranties of the Loans in favor of Lender, executed by
the guarantors named
below, on Lender's forms, and in the amounts and under the
conditions set forth
in those guaranties.
Names of
Guarantors
Amounts
-------------------
-------
Jack N.
Amin
Unlimited.
Nora Y.
Amin
Unlimited
Other Agreements. Comply with all terms and conditions of all
other agreements,
whether now or hereafter existing, between
Borrower and any other party and
notify Lender immediately in writing of any default in connection
with any other
such agreements.
Loan Proceeds. Use all Loan proceeds solely for Borrower's
business operations,
unless specifically consented to the contrary by Lender in
writing.
Taxes, Charges and Liens. Pay and discharge when due all of its
indebtedness and
obligations, including without limitation all
assessments, taxes, governmental
charges, levies and liens, of every kind and
nature, imposed upon Borrower or
its properties, income, or profits, prior to the date
on which penalties would
attach, and all lawful claims that, if
unpaid, might become a lien or charge
upon any of Borrower's properties,
income, or profits. Provided however,
Borrower will not be required to pay and discharge any
such assessment, tax,
charge, levy, lien or claim so long as (1) the
legality of the same shall be
contested in good faith by appropriate proceedings, and (2)
Borrower shall have
established on Borrower's books adequate reserves with respect to
such contested
assessment, tax, charge, levy, lien, or claim in accordance with
GAAP.
Performance. Perform and comply, in a timely manner, with all
terms, conditions,
and provisions set forth in this Agreement, in the Related
Documents, and in all
other instruments and agreements between Borrower and
tender, and in all other
loan agreements now or in the future existing
between Borrower and any other
party. Borrower shall notify Lender immediately
in writing of any default in
connection with any agreement.
Operations. Maintain executive and management personnel
with substantially the
same qualifications and experience as the
present executive and management
personnel; provide written notice to Lender of
any change in executive and
mana
