Loan Agreement, dated January 15, 2021, between the Company, as Borrower, and Cadence Bank, N.A, as Lender

Overline: “Overline” as defined in Section 2.7(e) of this Agreement.

2.1            Revolving Loan. Subject to, and upon the terms, conditions, covenants and agreements contained herein, and in reliance upon the covenants, agreements, representations and warranties of Obligors set forth herein, and provided that at the time of any proposed borrowing hereunder no Default exists, Bank agrees to lend to Borrower, and Borrower may borrow, repay and reborrow, at any time and from time to time prior to the Revolving Loan Maturity Date, up to, but not exceeding, an aggregate amount equal to Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00). Each Revolving Credit Advance shall be evidenced by the Revolving Note. Notwithstanding any provision of this Agreement or of the Revolving Note to the contrary, Bank shall not be required to make any Advance under the Revolving Note which would result in an aggregate amount outstanding thereunder in excess of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00). Bank’s business records shall be prima facie evidence of the unpaid principal amount of the Revolving Note, and the amount of accrued but unpaid interest. The principal of and interest to accrue on the Revolving Note shall be due and payable as follows:

2.3            Interest.

(a)            Rate. Each Advance shall bear interest at the lesser of the Prime-Based Rate, as it varies from time to time, or the Maximum Rate, provided that (i) while an Event of Default pursuant to Section 7.1(a) is continuing or (ii) (A) while any Event of Default other than pursuant to Section 7.1(a) is continuing and (B) Bank has given Borrower notice that Bank has exercised its right to increase the rate of interest, the Advances shall bear interest at the Default Rate.

2.8            Security. Payment of the Note and the Obligations and the performance of the covenants set forth in this Agreement will be guaranteed according to the terms of the Guaranties, and secured by, and each Obligor hereby grants to Bank a perfected security interest, assignment or lien, as the case may be, in and upon, all of the accounts, inventory, equipment, fixtures, general intangibles, chattel paper, instruments, documents, deposit accounts and other property and assets of such Obligor, whether now owned or hereafter acquired, and the products and proceeds thereof, subject only to security interests in favor of Bank or as otherwise permitted hereunder. Each Obligor agrees that as any Collateral is sold or otherwise disposed of, such Obligor will faithfully and promptly deposit the proceeds thereof in such Obligor’s accounts at Bank.

 

2.9            Additional Security Instruments. Obligors agree to execute, acknowledge and deliver to Bank, or to cause to be executed, acknowledged and delivered to Bank, such instruments, chattel mortgages, security agreements, security agreement-pledges, assignments of rents and leases, control agreements, lockbox agreements, blocked account agreements, assignments of insurance and proceeds, guaranty agreements, statements, and assignments, in form and substance acceptable to Bank, as in the discretion of Bank or counsel for Bank may be deemed necessary to enforce and grant to Bank, and to perfect in the appropriate jurisdictions, the security interests, liens, assignments and mortgages on the Collateral, including without limitation, any machinery or equipment or other goods purchased with the proceeds of any Advance hereunder. Each Obligor hereby authorizes Bank to file, at Borrower’s expense, financing statements and amendments thereto and other records, without such Obligor’s signature thereon, to the maximum extent permitted by applicable law, in order to perfect, amend or continue Bank’s interest in the Collateral. With respect to any Collateral for which a certificate of title is issued, upon Bank’s request, the original negotiable certificate of title shall be delivered to Bank, and Bank’s security interest shall be duly noted thereon.

2.11            Cross Collateralization. Obligors and Bank agree that all Collateral now or hereafter securing any of the Obligations hereunder also shall secure any and all other Obligations now or hereafter owing by Borrower to Bank or its Corporate Affiliates or successors, including without limitation any and all obligations, contingent or otherwise, whether now existing or hereafter arising, of Borrower to Bank, or to any of its Corporate Affiliates or successors, arising under or in connection with any Rate Management Agreements or Rate Management Transactions.

 

2.12            Other Collateral. Collateral securing other loans from Bank to Borrower may also secure the Loan. To the extent collateral previously has been given to Bank by any Person that may secure the Loan, whether directly or indirectly, it is specifically agreed that, to the extent prohibited by law, all such collateral consisting of household goods will not secure the Loan. In addition, if any collateral requires the giving of a right of rescission under the Truth in Lending Act for the Loan, such collateral also will not secure the Loan unless and until all required notices of that right have been given.

 

2.13            Capital Adequacy Charge. If Bank shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, (i) does or shall have the effect of reducing the rate of return on Bank’s capital as a consequence of its obligations hereunder to a level below that which Bank could have achieved but for such adoption, change or compliance (taking into consideration Bank’s policies with respect to capital adequacy) by a material amount, and (ii) such reduction is not attributable to Indemnified Taxes (as defined in Section 2.14) or Excluded Taxes (as defined in Section 2.14), then from time to time, after submission by Bank to Borrower of a written demand therefor together with the certificate described below, Borrower shall pay to Bank such additional amount or amounts as will compensate Bank for such reduction, such written demand to be made with reasonable promptness following such determination. A certificate of Bank claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the additional amount or amounts to be paid to Bank, and the method by which such amount was determined. In determining such amount, Bank may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

2.14            Taxes.

 

(a)            Deduction as Required by Law. Any and all payments to Bank shall be made, in accordance with the provisions of this Agreement, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority (collectively, “Taxes”), except as otherwise required by law. If an Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable to Bank, and if such Taxes are Indemnified Taxes (as defined below), then (i) the sum payable shall be increased as may be necessary so that, after making all required deductions, Bank receives an amount equal to the sum it would have received had no such deductions been made; (ii) such Obligor shall make such deductions; and (iii) such Obligor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b)            Other Taxes. In addition, each Obligor agrees to pay any present or future stamp or documentary taxes or any other excise taxes, charges, or similar levies which arise from any payment made by such Obligor, or from the execution, delivery, or registration of, or otherwise with respect to, this Agreement, the Note, the other Security Instruments, or any documents, instruments or agreements executed in connection herewith (hereinafter referred to as “Other Taxes”), except such amounts that are imposed with respect to a transfer or participation hereunder.

 

(c)            Indemnification. OBLIGORS INDEMNIFY BANK FOR THE FULL AMOUNT OF INDEMNIFIED TAXES OR OTHER TAXES (AS DEFINED ABOVE) PAID BY BANK AND ANY LIABILITY (INCLUDING PENALTIES, INTEREST, AND REASONABLE EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO. EACH PAYMENT REQUIRED TO BE MADE IN RESPECT OF THIS INDEMNIFICATION SHALL BE MADE TO BANK WITHIN 30 DAYS FROM THE DATE SUCH OBLIGOR RECEIVES WRITTEN DEMAND THEREFOR; PROVIDED, HOWEVER, THAT SUCH DEMAND SHALL INCLUDE A STATEMENT IN REASONABLE DETAIL SETTING FORTH THE BASIS FOR SUCH INDEMNIFICATION.

 

(d)            Tax Information. On or before the effective date hereof, Bank shall deliver to each Obligor two copies of Internal Revenue Service Form W-9 (or any successor form), properly and accurately completed and duly executed by Bank, certifying that Bank is entitled to an exemption from U.S. backup withholding tax. In addition, Bank hereby agrees, from time to time after the initial delivery of such form, that whenever such form becomes (or is rendered) obsolete, expired, invalid, or inaccurate, Bank shall promptly deliver to each Obligor upon such Obligor’s written request two new copies of Internal Revenue Service Form W-9 (or any successor form(s)) properly and accurately completed and duly executed by Bank, certifying that Bank is entitled to an exemption from U.S. backup withholding tax.

 

(e)            Refund. If Bank (including any transferee or participant with respect to Bank pursuant to Section 8.13) receives a refund of any Indemnified Taxes, it shall pay Obligors an amount equal to the amount of such refund.

 

2.15            Upfront Fee. In consideration of Bank’s agreement, subject to the terms and conditions hereof, to make Advances hereunder, both on or about the date hereof and in the future, Borrower shall pay to Bank upon the execution hereof an upfront fee in the amount of Five Thousand and No/100 Dollars ($5,000.00). In no event shall this fee be, or be deemed to be, compensation for the use, forbearance or detention of money. Further, in no event shall this fee, together with all amounts constituting interest under applicable laws and payable in connection with this Agreement, the Note and the other documents, instruments and agreements executed in connection herewith, exceed the Maximum Rate.

 

2.16            Provisions Relating to Excluded Swap Obligations.

2.17            Accord and Satisfaction. Borrower agrees not to send Bank payments marked “paid in full,” “without recourse,” or similar language. If Borrower sends such payment, Bank may accept it without losing any of Bank’s rights under this Agreement or the Note, and Borrower will remain obligated to pay any further amounts owed or that may become owed to Bank.

3.1            Conditions to Advances. Any obligation of Bank to make Advances hereunder is subject to (i) the performance by Obligors of all of their respective obligations under this or any other agreement between any of them and Bank, (ii) no material adverse change occurring in the business, operations, or condition (financial or otherwise) of any Obligor, and (iii) the satisfaction of the following further conditions (but no Advance made before receipt of all of such items shall be deemed to be a waiver of such conditions with respect to any subsequent Advance):

 

(a)            Accuracy of Representations. Borrower representing and warranting, and acknowledging and agreeing that each application by Borrower for an Advance will be deemed to be a representation and warranty by Borrower as of the date of such application, that (i) the representations and warranties contained in this Agreement, the Note and the other Security Instruments are true and correct in all material respects on and as of the date hereof, and will be true and correct in all material respects on and as of the applicable date of each Advance; (ii) all conditions to Advances hereunder have been satisfied, except as set forth in writing by Borrower in any request for an Advance, and waived in writing by Bank; and (iii) no Default has occurred and is continuing hereunder.

 

(b)            Priority of Security Interests. The creation, attachment and perfection of liens and security interests in all of the Collateral in favor of Bank, and/or evidence satisfactory to Bank that Borrower has made arrangements for prompt delivery to Bank of the original negotiable certificates of title to any titled vehicles owned or being purchased so that Bank’s security interest may be duly noted thereon, and the maintenance of the Collateral free and clear of all liens, claims and encumbrances except those of Bank, and as otherwise expressly permitted hereunder.

 

(c)            Delivery of Documents; Reimbursement of Expenses. Receipt by Bank of all of the documents, instruments and agreements required or contemplated hereunder from the appropriate parties, including without limitation such Subordination Agreements as Bank may request with respect to any outstanding indebtedness of any Obligor, and of payment or reimbursement, as applicable, of any fees or expenses incurred by Bank in connection with the negotiation, preparation and completion of this Agreement, the Note and the other Security Instruments or any Rate Management Agreement.

(d)           Due Diligence and Related Items. Receipt by Bank, in form and substance satisfactory to Bank, of the following:

4.1            Financial Statements. Obligors will furnish the following to Bank:

4.2           Financial Covenants.

4.3            Depository and Disbursement Relationship. For so long as any of the Obligations remain outstanding and unpaid, or Bank has any obligation to advance funds hereunder, each Obligor will maintain its primary banking depository and disbursement relationship with Bank.

4.5            Collateral Audits and Appraisals; Inspection of Property, Books, Records and Collateral. At all reasonable times and as often as may be reasonably requested by Bank during normal business hours (with two (2) Business Day’s advance notice if no Event of Default has occurred and is continuing), Obligors will permit Bank, and any person appointed by Bank to act for it and on its behalf, at Borrower’s sole cost and expense (i) to examine and make copies of Obligors’ corporate and financial books and records, and other books, records, and properties, specifically including but not limited to all contracts, statements, invoices, bills and claims for labor, material, and services, (ii) to discuss Obligors’ affairs, finances and accounts with the officers, agents and employees of Obligors and Obligors’ independent certified public accountants, (iii) to enter upon any premises at which any Collateral is located and inspect the Collateral and all books and records related thereto, and (iv) to conduct such appraisals of the Collateral as Bank or any Governmental Authority may reasonably require (provided that absent an Event of Default during the then preceding 3-month period, such audits and appraisals shall not be conducted at Borrower’s expense more than once per calendar year). In addition, Borrower shall conduct, and Bank is hereby authorized to conduct, in each case at Borrower’s sole cost and expense, such environmental site assessments, testing and monitoring, as may be requested by any Governmental Authority or by Bank.

4.7            Application of Advances. Borrower shall disburse all Advances for the purposes specified herein. Bank shall have the right, but not the obligation, to disburse and directly apply the proceeds of any Advance to the satisfaction of any of Borrower’s covenants, duties or agreements hereunder. Bank may disburse any portion of any Advance at any time, and from time to time, to persons other than Borrower for the purposes specified in this Agreement irrespective of the provisions of Article II, and the amount of Advances to which Borrower shall thereafter be entitled shall be correspondingly reduced. Bank may advance and incur such expenses for the protection of the Collateral as provided for in the Security Instruments.

4.9            Payment of Taxes. Each Obligor will pay when due all taxes, assessments and other liabilities levied or assessed upon such Obligor’s income, assets and/or properties (real and personal) or upon such Obligor’s business, except those being contested in good faith and against which such Obligor has set up adequate reserves in accordance with generally accepted accounting principles, consistently applied.

 

4.10            Payment of Claims; Discharge of Liens and Encumbrances. Each Obligor will promptly pay or cause to be paid when due its indebtedness. Obligors will promptly pay or cause to be paid when due all costs and expenses incurred in connection with the Collateral, and will keep the Collateral free and clear of any liens, charges, or claims other than the liens of Bank, and other liens approved in writing by Bank.

 

4.11            ERISA Compliance. All of Obligors’ Plans will be maintained in compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All reports and other documents required to be filed with any governmental agency or distributed to Plan participants or beneficiaries will be filed or distributed in accordance with applicable law.

 

4.12            Accounts Receivable and Payable. Each Obligor will pay its accounts payable and will maintain its accounts receivable in a manner consistent with prudent business practices, including normal terms and conditions for payment for companies engaged in similar operations in similar jurisdictions.

4.14            Maintenance of Corporate Existence and Properties. Each Obligor will (i) engage solely in the business presently operated by it (or currently contemplated to be operated by it as disclosed to Bank), without material change therein, (ii) maintain its limited liability company or corporate existence, in its current form and current jurisdiction of organization, (iii) maintain its good standing and authority to do business in each jurisdiction in which it is organized or required to be qualified to do business, and (iv) keep and maintain all franchises, licenses, permits and properties useful or necessary in the conduct of its business in good order and condition.

4.15            No Liability of Bank. Bank shall have no liability, obligation, or responsibility whatsoever with respect to any Obligor except to advance funds pursuant and subject to this Agreement and the conditions set forth herein. Bank shall not be obligated to inspect or review the Collateral, or the terms of any contracts or agreements constituting a portion of the Collateral, nor be liable for the performance or default of any Obligor, or any other party, or for the performance of any obligation of any Obligor whatsoever. Nothing, including without limitation any Advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any Person by Bank.

 

4.16            Errors and Omissions; Additional Documents. Each Obligor hereby agrees that immediately upon the written request of Bank, such Obligor will execute and/or deliver, and cause to be executed and/or delivered, such additional promissory notes, guaranties, security agreements, or other documents, instruments or agreements as Bank may reasonably request, or will correct or cause to be corrected any documents, instruments or agreements already executed or delivered. Any additional documents, instruments, agreements, revisions or corrections will be in conformity with the terms and conditions set forth in this Agreement. Any written request by Bank for additional documents, instruments or agreements or for revisions or corrections shall be prima facie evidence of the necessity for such additional documents, instruments, agreements, revisions or corrections.

 

4.17            Additional Information. Each Obligor acknowledges that Bank is subject to federal and state regulations requiring Bank to obtain, verify, and record information that identifies Bank’s customers, including all Obligors. Each Obligor agrees to provide Bank with any information Bank deems necessary to comply with all such regulations. Should an Obligor fail to do so promptly, it shall be an Event of Default hereunder, entitling Bank to exercise all remedies available to Bank upon an Event of Default hereunder.

5.1            Limitations on Liens. No Obligor will create, assume or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance of any kind upon any of its properties or assets, whether now owned or hereafter acquired, except (i) liens created by this Agreement, the other Security Instruments or otherwise in favor of Bank, (ii) liens for taxes, assessments and other governmental charges not yet due and payable, (iii) deposits to secure the payment of workmen’s compensation, unemployment insurance or other social security benefits or obligations or other obligations of a like general nature incurred in the ordinary course of business and in accordance with such Obligor’s historical customs and practices, provided that the payment and performance of any such obligations are not past due or otherwise in default, (iv) landlords’, warehousemen’s, carriers’, or other like liens arising by operation of law in the ordinary course of business securing obligations which are not past due or otherwise in default, (v) inchoate liens arising under ERISA to secure current service pension liabilities as they are incurred under the provisions of Plans from time to time in effect, provided such liabilities are not past due or otherwise in default, or (vi) liens expressly permitted in the Security Instruments or otherwise consented to by Bank in writing on or after the date hereof.

 

5.2            Limitations on Liabilities. No Obligor will create, assume or suffer to exist any liabilities, contingent or otherwise, whether by guaranty, endorsement, agreement to purchase or repurchase, agreement to lease, agreement to supply or advance funds (including, without limitation, agreements to maintain working capital, solvency or other balance sheet conditions or agreements to purchase any equity interest or make capital contributions or otherwise), except (i) as expressly permitted hereunder, (ii) endorsements of instruments for collection in the ordinary course of business, (iii) trade accounts payable in the ordinary course of business, (iv) Subordinated Debt approved in writing by Bank prior to its issuance, and (v) Rate Management Agreements with Bank or its Corporate Affiliates.

 

5.3            Negative Pledges. No Obligor will enter into, incur, or permit to exist any agreement or other arrangement that prohibits, restricts, or imposes any condition upon the ability of Borrower or any Subsidiary to create, incur, or permit to exist any mortgage, lien or security interest upon any of its property or assets.

 

5.4            Limitations on Fundamental Changes; Disposition of Assets. No Obligor will (a) form or acquire any new Subsidiary except in compliance with Section 4.8 hereof, (b) enter into any merger or consolidation, (c) liquidate or dissolve itself (or suffer any liquidation or dissolution), (d) cease, suspend or materially curtail business operations, (e) enter into any arrangement, directly or indirectly, whereby such Obligor would sell or transfer any real or personal property either now owned or hereafter acquired, and then or thereafter lease as lessee such properties or any part thereof or any other property to be used for substantially the same purpose, (f) either (i) make an investment in or capital contribution to any Person, (ii) sell, lease, charter or otherwise dispose of all or any material part of its property, assets or business, including any material equity ownership interest, or (iii) acquire, or agree to acquire, assets or properties, which in any such case would cause Borrower to violate any term or provision (including any financial covenant) of this Agreement, (g) transfer any equity interests held by such Obligor in another Obligor, (h) change its form or jurisdiction of organization, or (i) amend its Certificate of Formation, Certificate or Articles of Incorporation, Bylaws, Articles of Organization, Company Agreement or Regulations, Certificate of Limited Partnership, Agreement of Limited Partnership, Partnership Agreement or other organizational documents in any manner which could reasonably be expected to be materially adverse to Bank.

 

5.5            Restricted Payments. No Obligor will pay any dividend or distribution, or purchase, acquire, retire, or redeem any interest in an Obligor, whether now or hereafter issued or outstanding, without prior written approval of Bank, at any time when a Default has occurred and is continuing, or would result from such payment, purchase, acquisition, retirement or redemption upon giving hypothetical effect thereto on a pro forma basis.

 

 

5.6            Loans and Advances. No Obligor will make or permit to remain outstanding any loans, advances or extensions of credit to any Person or Persons, except trade credit in the ordinary course of business.

 

5.7            Nature of Business. No Obligor will, without the prior written consent of Bank, (i) engage in any lines of business or business ventures materially different than those in which it is presently engaged (or currently contemplated to be engaged as disclosed to Bank) or that are directly related thereto, (ii) change in any material respect its methods of operation or accounting or manner of doing business, or (iii) change its name, tax identification number, corporate form or jurisdiction of organization.

 

5.8            Transactions with Affiliates. Except as set forth in the agreements listed in Schedule 5.8, no Obligor will engage in any transaction with an Affiliate (other than another Obligor) on terms less favorable to such Obligor than would be obtainable at the time in comparable transactions with Persons not affiliated with such Obligor.

 

5.9            ERISA. No Obligor will engage in any transaction prohibited by ERISA. No Plan will incur an accumulated funding deficiency. No Obligor will incur any liability for excise tax or penalty due to the Internal Revenue Service or any liability to the Pension Benefit Guaranty Corporation; and no “reportable events” (as that phrase is defined in Section 4043 of ERISA) will occur with respect to any Plan.

 

5.10            Subordinated Indebtedness. Except as expressly permitted herein and in any Subordination Agreement, Borrower will not amend, modify or obtain or grant a waiver of any provision of any document or instrument evidencing or securing any subordinated indebtedness of Borrower, nor purchase, redeem, retire or otherwise acquire for value, deposit any monies with any Person with respect to, or make any payment or prepayment of the principal of or any other amount owing in respect of, any subordinated indebtedness of Borrower, except to the extent permitted under the applicable Subordination Agreement.

 

5.11            Government Regulation. No Obligor shall (i) be or become subject at any time to any law, regulation, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control) that prohibits or limits Bank from making any Advance or extension of credit to Borrower or from otherwise conducting business with any Obligor, or (ii) fail to provide documentary and other evidence of such Obligor’s identity as may be requested by Bank at any time to enable Bank to verify such Obligor’s identity or to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

6.1            Corporate Authority. Each Obligor (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) is duly licensed, qualified to do business and in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such licensing and qualification, and (c) has all powers and all permits, licenses, consents and authorizations necessary to own and operate its assets and to carry on its business as presently conducted. The execution, delivery and performance of this Agreement by each Obligor, the borrowings hereunder and the execution, delivery and performance of the Note, the other Security Instruments and the agreements, documents and instruments contemplated hereby and thereby (i) have been duly authorized by proper corporate proceedings, and (ii) will not contravene, or constitute a default under, any provision of applicable law or regulation or of the Certificate of Formation, Certificate or Articles of Incorporation, Bylaws, Articles of Organization, Company Agreement or Regulations, Certificate of Limited Partnership, Agreement of Limited Partnership, Partnership Agreement or other organizational document of any Obligor, or of any note, mortgage, security agreement, pledge, indenture, contract, agreement or other instrument, or any judgment, order or decree, binding upon any Obligor or any Obligor’s property. Except for any consent or approval which has been duly obtained, no consent or approval of Borrower’s shareholders, or of any other Person, is required in connection with the execution, delivery or performance of this Agreement or any other Security Instrument, or the creation of any of the liens or security interests contemplated herein or therein. Each of this Agreement, the Note, the other Security Instruments and the several agreements and instruments contemplated hereby and thereby, when duly executed and delivered by the party or parties thereto, will constitute the legal, valid and binding obligation of each Obligor signatory thereto, and will be enforceable in accordance with its terms.

 

6.2            Financial Statements. The Financial Statements which have been delivered to Bank are in accordance with the books and records of the applicable Obligor, and fairly present the financial position of such Obligor, as of the dates thereof, and such Obligor’s results of operations and cash flows for the periods then ended, in conformity with generally accepted accounting principles, consistently applied, and such Obligor’s historical customs and practices. Such Financial Statements are true, complete and correct in all material respects, and have been prepared in accordance with generally accepted accounting principles, consistently applied, and in a manner consistent with prior periods and the historical customs and practices of such Obligor.

6.4            Title. Each Obligor has, and until the Obligations are fully and finally paid will continue to have, good and indefeasible title to all of its assets and property (including without limitation the Collateral), free and clear of all liens, mortgages, security interests and other encumbrances, except those in favor of Bank, or as otherwise expressly permitted herein.

6.7            Litigation. There is no action, suit or proceeding pending, or to the knowledge of any Obligor threatened, against any Obligor or before any court, governmental department, administrative agency or instrumentality which, if such action, suit or proceeding were adversely determined, (i) would subject an Obligor to any liability not fully covered by insurance, or (ii) would materially adversely affect the financial position or the results of operations of an Obligor or such Obligor’s business or an Obligor’s ability to perform such Obligor’s obligations under this Agreement, the Note or any Security Instrument to which such Obligor is a party.

 

6.8            Solvency. Each Obligor (i) is solvent with assets of a value that exceeds the amounts of such Obligor’s liabilities, (ii) is able to meet such Obligor’s debts as they mature, and (iii) in such Obligor’s reasonable opinion, has adequate capital to conduct the businesses in which such Obligor is engaged.

 

6.9            Subsidiaries and Investments. Except as set forth on Schedule 6.9, Borrower does not have any Subsidiaries or investments in any Person.

 

6.10            No Event of Default. No Default or Event of Default has occurred and is continuing. No Obligor is in default of any of its obligations under any agreements with any Person.

 

6.11            Tax Returns. Each Obligor has filed all United States tax returns and all city, state and foreign tax returns required to be filed by such Obligor by the applicable filing date (or a permitted extension thereof) and has paid all taxes which have become due pursuant to any such return or pursuant to any assessment received by such Obligor by the applicable due date. All such returns properly reflect any United States income tax, foreign tax, state tax and city tax of the applicable Obligor for the periods covered thereby.

 

6.12            Insurance. Each Obligor has maintained and now maintains (i) insurance of such types (including, without limitation, public liability, worker’s compensation, commercial liability, casualty, hazard or property damage providing all risk coverage on such Obligor’s assets, and business interruption insurance), and in such amounts as is customary in the industry, and (ii) adequate insurance protection against all liabilities, claims and risks against which it is customary to insure.

 

6.13            Real Property. As of the date hereof, no Obligor owns or leases any real property or real property interests, or stores any Collateral at any location, other than as set forth on Schedule 6.13. Until the Obligations have been fully and finally paid, all of the Collateral (other than Collateral in transit in the ordinary course of business) is or will be located at one of the locations set forth on Schedule 6.13, as such Schedule may be updated in writing from time to time.

 

6.14            Environmental Matters. Each Obligor has complied, and remains in compliance, in all material respects with the provisions of all Environmental Laws applicable to such Obligor or any of such Obligor’s owned or operated facilities, sites or other properties, businesses and operations, including those which relate to the reporting by such Obligor of all sites owned or operated by such Obligor where solid wastes, hazardous or toxic wastes or hazardous or toxic substances have been treated, stored, disposed of or otherwise handled. No release (as defined under applicable Environmental Laws) at, from, in or on any site owned or operated by an Obligor has occurred which, if all relevant facts were known to the relevant Governmental Authorities (i) would require remediation to avoid deed record notices, restrictions, liabilities or other duties, or (ii) would result in other consequences that would not be applicable if that release had not occurred. Neither an Obligor nor any agent or contractor of an Obligor has transported or arranged for the transportation of any solid wastes, hazardous or toxic wastes or hazardous or toxic substances to, or disposed or arranged for the disposition of any solid wastes, hazardous or toxic wastes or hazardous or toxic substances at, any off-site location that could lead to any claim against an Obligor, as a potentially responsible party or otherwise, for any fines, clean-up costs, remedial work, damage to natural resources, personal injury or property damage.

 

 

6.15            Compliance with Laws. No Obligor (i) is in violation of any law, ordinance, statute, or governmental rule or regulation to which such Obligor is subject, and (ii) has failed to obtain any license, permit, franchise, or other governmental authorization necessary in connection with the ownership or operation of such Obligor’s assets, property, business or operations. In furtherance and not in limitation of the foregoing, each Obligor represents and warrants that each Plan of each Obligor is in compliance in all material respects with the applicable provisions of ERISA and, to the best of each Obligor’s knowledge, no “reportable event,” as such term is defined in Section 4043 of ERISA, has occurred with respect to any Plan. Each Obligor, and each Subsidiary of an Obligor, and each of their respective managers, directors, officers, and employees, is in compliance in all material respects with all federal, state and local laws, rules and regulations applicable to its properties, operations, business, and finances, including, without limitation, any federal or state laws relating to liquor (including 18 U.S.C. § 3617, et seq.) or narcotics (including 21 U.S.C. § 801, et seq.) and/or any commercial crimes. Neither any Obligor, nor any Subsidiary of an Obligor, nor any of their respective managers, directors, officers, employees or other agents acting or benefiting in any capacity in connection with the Loan or any other capital raising transaction involving Bank or Bank’s parent or any subsidiary of Bank’s parent, is a Designated Person. Borrower shall not, directly or indirectly, use the proceeds of the Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person (a) to fund any activities or business of or with any Designated Person, or in any country or territory, that at the time of such funding is the subject of any sanctions under any Sanctions Laws and Regulations, or (b) in any other manner that would result in a violation of any Sanctions Laws and Regulations by any party to this Agreement. None of the funds or assets of Obligors that are used to pay any amount due pursuant to the Loan shall constitute funds obtained from transactions with or relating to Designated Persons or countries which are the subject of sanctions under any Sanctions Laws and Regulations. As used above, “Sanctions Laws and Regulations” means (a) any sanctions, prohibitions or requirements imposed by any executive order (an “Executive Order”) or by any sanctions program administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”, and (b) any sanctions measures imposed by the United Nations Security Council, European Union or the United Kingdom. “Designated Person” means a person or entity (A) listed in the annex to, or otherwise the subject of the provisions of, any Executive Order, (B) named as a “Specially Designated National and Blocked Person” (“SDN”) on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list, or is otherwise the subject of any Sanctions Laws and Regulations, or (C) in which an entity or person on the SDN list has 50% or greater ownership interest or that is otherwise controlled by an SDN.

 

6.16            Governmental Approvals. No approvals of any governmental department, administrative agency, instrumentality or authority having jurisdiction over an Obligor, or an Obligor’s property, are necessary in connection with the execution, delivery or performance of the Security Instruments, the perfection of the liens and security interests provided for thereby, or the consummation of the transactions contemplated hereby.

 

6.17            Regulations U and X. No Advance will be used, directly or indirectly, for the purpose of purchasing or carrying, or for payment in full or in part of Indebtedness which was incurred for the purpose of purchasing or carrying, any “margin stock,” as such term is defined in Regulation U. No part of the proceeds of the Loan will be used for any purpose which violates Regulation X.

 

6.18            Investment Company Act of 1940.                                                                           

 

6.19            Assumed Names. Except for the use by Borrower of the name “Wound Management Technologies, Inc.” prior to changing its name on May 3, 2019, and the adoption and use by Cellerate of the assumed name “Wound Care Innovations” in November 2018, within the past five (5) years, no Obligor has conducted its business under any corporate, trade, assumed or fictitious name, and following the date hereof no Obligor will conduct its business under any other corporate, trade, assumed or fictitious name without thirty (30) days prior written notice to Bank, and execution and delivery of such additional documents as Bank may request.

7.1            Default. The occurrence and continuance of any of the following events or conditions shall constitute an “Event of Default” under this Agreement, and under the Note:

7.2            Optional Acceleration. Upon the occurrence and during the continuance of any Event of Default or any material adverse change that impairs Borrower’s ability to pay or perform any covenant or obligation under this Agreement or any Security Instrument, or Bank in good faith determining that payment or performance of any of the Obligations to be impaired or insecure, then any obligation of Bank to extend credit or make Advances shall immediately terminate, and upon the occurrence and continuance of any Event of Default set forth in Section 7.1 (a), (b), (c), (d), (e), (f), (g), (h), (i), (j) or (k), Bank, at its option, may declare the Obligations (including without limitation all unpaid principal and accrued but unpaid interest, but expressly excluding any Obligations related to any Rate Management Agreement or Rate Management Transaction) to be forthwith due and payable, whereupon the same (other than Obligations related to any Rate Management Transaction) shall become due and payable without any presentment, demand, protest, notice of protest, notice of intent to accelerate, notice of acceleration, or notice of any kind (except notice required by law which cannot be waived), all of which are hereby waived. Bank will notify Borrower concurrently upon any acceleration by Bank of the maturity of the Obligations under this Section 7.2, however failure to give such notice shall not affect the validity of such acceleration.

 

7.3            Automatic Acceleration. Upon the occurrence of any Event of Default set forth in Section 7.1(l) or (m), any obligation of Bank to extend credit or make Advances shall immediately terminate, and the Obligations (including without limitation all unpaid principal and accrued but unpaid interest, but expressly excluding any Obligations related to any Rate Management Agreement or Rate Management Transaction) shall be immediately and automatically due and payable without any presentment, acceleration, demand, protest, notice of protest, notice of intent to accelerate, notice of acceleration, or notice of any kind (except notice required by law which cannot be waived), all of which are hereby waived.

 

7.4            Rate Management Agreements. Borrower understands, acknowledges and agrees that any Event of Default hereunder shall also constitute an Event of Default under each Rate Management Agreement, and Bank shall have all rights and remedies following the occurrence of an Event of Default under this Agreement and under each Rate Management Agreement.

 

7.5            Right of Setoff. Upon the occurrence and during the continuance of any Event of Default, Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Bank to or for the credit or the account of Borrower against any and all of the Obligations now or hereafter existing under this Agreement or the Note, irrespective of whether or not Bank shall have made any demand under this Agreement or the Note and although such Obligations may be unmatured. Bank agrees promptly to notify Borrower after any such setoff and application made by Bank, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of Bank under this Section 7.5 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which Bank may have.

 

7.6            Performance by Bank. If Borrower shall fail to perform any covenant, duty or agreement contained in any of the Security Instruments, Bank may perform or attempt to perform such covenant, duty or agreement on behalf of Borrower. In such event, Borrower shall, at the request of Bank, promptly pay any and all amounts expended by Bank in such performance or attempted performance to Bank, together with interest thereon at the Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, it is expressly agreed that Bank shall not have any liability or responsibility for the performance of any obligation of Borrower under this Agreement or any other Security Instrument.

8.1            Indemnification; Release of Bank. Obligors, jointly and severally, shall indemnify and hold Bank and each Corporate Affiliate of Bank, and their respective officers, directors, employees, counsel, agents, representatives, controlling persons and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable attorneys’ fees) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Obligations) be imposed on, incurred by or asserted against any such Indemnified Person (including, but not limited to, those incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any other action or proceeding, including any insolvency proceeding or appellate proceeding) in any way relating to or arising out of this Agreement, any document contemplated hereby or referred to herein, or the transactions contemplated hereby or entered into by the parties hereto, or any action taken or omitted by any such Indemnified Person under or in connection with any of the foregoing; and the foregoing indemnity shall apply to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”). The Indemnified Liabilities shall include all negligent acts and omissions of each Indemnified Person; provided, that Obligors shall not have any obligation hereunder to any Indemnified Person for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused (as determined by a final, nonappealable judgment in a court of competent jurisdiction) by the willful misconduct or gross negligence of the Person seeking indemnification. Obligors hereby release the Indemnified Persons for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the negligence of any Indemnified Person. The obligations under this Section are all payable on demand, and shall survive satisfaction of all other Obligations, and the termination, release or expiration of this Agreement and the documents executed in connection herewith.

 

 

8.2            Interest. It is the intention of the parties hereto to comply with applicable usury laws; accordingly, it is agreed that notwithstanding any provision to the contrary in this Agreement, the Note, the other Security Instruments or any of the documents securing payment thereof or otherwise relating thereto, in no event shall this Agreement or such instruments or documents require the payment or permit the collection of interest, as defined under applicable usury laws, in excess of the Maximum Rate. If any such excessive interest is contracted for, charged or received under this Agreement, the Note, the other Security Instruments or the terms of any of the documents securing payment thereof or otherwise relating thereto, or if the maturity of any Obligations to Bank is accelerated in whole or in part, or in the event that all or part of the principal of or interest on the Note shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received under this Agreement, the Note, the other Security Instruments or any of the documents securing payment thereof or otherwise relating thereto, on the amount of principal actually outstanding from time to time under the Note, shall exceed the Maximum Rate, then in any such events (i) the provisions of this section shall govern and control, (ii) no Obligor shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted to be contracted for by, charged to or received from the Person obligated thereon under applicable usury laws, (iii) any such excess which may have been collected either shall be applied as a credit against the then unpaid principal amount on the Note or refunded to the Person paying the same, at the Noteholder’s option, and (iv) the effective rate of interest shall be automatically reduced to the Maximum Rate. It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received under this Agreement, the Note, the other Security Instruments or such other documents which are made for the purpose of determining whether such rate exceeds the Maximum Rate shall be made, to the extent permitted by applicable usury laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the Note, all interest at any time contracted for, charged or received from an Obligor or otherwise by the holder or holders of the Note in connection with the Note, the other Security Instruments or this Agreement.

 

8.3            Expenses. Borrower will pay on demand (i) all costs and expenses of Bank and its Corporate Affiliates (including fees, expenses and disbursements of counsel for Bank and its Corporate Affiliates) in connection with the preparation, negotiation, interpretation, operation and administration of this Agreement, the Note, any other Security Instruments, or any Rate Management Agreements, or any waiver, modification, renewal, extension or amendment of any provision of any of the foregoing, and (ii) all costs and expenses of enforcement of this Agreement, the Note, any other Security Instruments, or any Rate Management Agreements, and collection of the Obligations (including fees, expenses and disbursements of counsel for Bank and its Corporate Affiliates). Borrower agrees to pay on demand and to indemnify Bank from and hold it harmless against any filing or recording fees, taxes, assessments, or charges made by any Governmental Authority by reason of the execution, delivery, recordation or filing by Borrower or Bank of this Agreement, the Note, the other Security Instruments and any documents, instruments or agreements executed or delivered in connection therewith.

 

8.4            No Waiver; Cumulative Remedies. No failure by Bank to exercise, and no delay by Bank in exercising, any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided herein and under the Security Instruments are cumulative and not exclusive of any rights or remedies provided by law or in any other agreement, and may be pursued separately, successively or concurrently against Obligors (or any of them) and/or the Collateral, at the sole discretion of Bank.

 

8.5            Successors. This Agreement shall be binding upon Obligors and their respective successors and assigns, and shall inure to the benefit of Bank and its successors and assigns. No Obligor may assign any rights or obligations under this Agreement without the prior written consent of Bank.

 

8.6            Notices. All notices, requests and demands shall be given to or made to Bank or an Obligor, as applicable, at such party’s address set forth in the preamble of this Agreement. All notices and other communications given under the provisions of this Agreement shall be deemed to have been given (i) four (4) days after being deposited, postage prepaid, with the U.S. Postal Service when sent by registered or certified mail, (ii) the day of confirmed receipt when sent by facsimile transmission or (iii) when actually received, if sent by hand delivery or courier service, in each case addressed to such party as provided herein or according to the most recent records of the notifying party.

 

8.7            Form and Substance. All documents, certificates, insurance policies, and other items required under this Agreement to be executed and/or delivered to Bank shall be in form and substance satisfactory to Bank, in Bank’s sole and absolute discretion.

8.9            Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective, valid and enforceable under applicable law, but if any provision of this Agreement shall be prohibited by, or invalid or unenforceable under, applicable law, then (i) the parties hereto agree that they will negotiate to amend such provisions by the minimal amount necessary to bring such provisions within the ambit of enforceability, and (ii) the court may, at the request of any party, revise, reform or reconstruct such provisions in a manner sufficient to cause them to be enforceable. Bank is relying and is entitled to rely upon each and all of the provisions of this Agreement. In no event shall any prohibition against, or the invalidity or unenforceability of, any provision hereof affect the validity or enforceability of any other provision hereof, and if any provision or provisions of this Agreement should be held to be invalid or ineffective, all other provisions hereof shall continue in full force and effect.

 

 

8.10            Controlling Document. In the event of actual conflict in the terms and provisions of this Agreement, the Note and the other Security Instruments, the terms and provisions of this Agreement will control.

 

8.11            Amendment. This Agreement may not be amended except in writing signed by the parties hereto.

 

8.12            Descriptive Headings. Descriptive headings of the several articles and sections of this Agreement are inserted for convenience of reference only, and shall in no way alter, modify, define or be used in construing, and do not constitute a part of, this Agreement.

 

8.13            Sharing of Information; Participations. Each Obligor agrees that Bank may provide information or knowledge Bank may have about each Obligor, this Agreement, the Note, or the other Security Instruments to Bank’s parent, or any of such parent’s Subsidiaries or their successors, or to any one or more purchasers or potential purchasers of the Note or any interest or participation therein or in the Security Instruments. Each Obligor acknowledges and agrees that Bank may at any time sell, assign or transfer one or more interests or participations in all or any part of its rights or obligations in the Note or this Agreement to one or more purchasers or participants, whether or not related to Bank.

8.14            Governing Law; Venue; Jurisdiction. THIS AGREEMENT, THE NOTE AND THE OTHER SECURITY INSTRUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES), AND THE LAWS OF THE UNITED STATES OF AMERICA APPLICABLE IN TEXAS, EXCEPT TO THE EXTENT TO WHICH TEXAS LAW DICTATES THAT THE LAWS OF ANOTHER STATE ARE TO GOVERN CERTAIN PROCEDURAL AND SUBSTANTIVE MATTERS RELATING ONLY TO THE CREATION, PERFECTION AND/OR FORECLOSURE OF THE LIENS AND SECURITY INTERESTS CREATED HEREIN OR IN THE OTHER SECURITY INSTRUMENTS, OR TO THE ENFORCEMENT OF BANK’S RIGHTS AND REMEDIES AGAINST THE COLLATERAL, IN WHICH EVENT THE LAWS OF SUCH OTHER STATE SHALL GOVERN. VENUE FOR ANY LITIGATION BETWEEN OR AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE HARRIS COUNTY, TEXAS. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO PERSONAL JURISDICTION IN TEXAS, AND WAIVES ALL OBJECTIONS TO PERSONAL JURISDICTION IN TEXAS AND VENUE IN HARRIS COUNTY FOR PURPOSES OF SUCH LITIGATION.

 

8.15            Waiver of Jury. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, UNCONDITIONALLY AND INTENTIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE NOTE OR THE OTHER SECURITY INSTRUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO PROVIDE THE FINANCING CONTEMPLATED HEREIN. EACH OBLIGOR HEREBY CERTIFIES THAT NEITHER ANY REPRESENTATIVE OR AGENT OF BANK NOR BANK’S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BANK WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER.

 

8.16            Waiver of Special Damages. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, EACH PARTY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE NOTE OR THE OTHER SECURITY INSTRUMENTS ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.

 

 

8.17            Electronic Signatures and Electronic Records. Each party to this Agreement consents to the use of electronic and/or digital signatures by one or more parties on this Agreement and each other Security Instrument. This Agreement and any other Security Instruments may be signed electronically or digitally in a manner specified solely by Bank. Delivery of an executed counterpart of a signature page of this Agreement and any other Security Instrument(s) by electronic means shall be effective as delivery of a manually executed counterpart of this Agreement or such Security Instrument(s). The parties agree not to deny the legal effect or enforceability of any Security Instrument solely because (a) the Security Instrument is entirely in electronic or digital form, including any use of electronically or digitally generated signatures or (b) an electronic or digital record was used in the formation of the Security Instrument or the Security Instrument was subsequently converted to an electronic or digital record by one or more parties. The parties agree not to object to the admissibility of any Security Instrument in the form of an electronic or digital record, or a paper copy of an electronic or digital document, or a paper copy of a document bearing an electronic or digital signature, on the grounds that the record or signature is not in its original form or is not the original of the Security Instrument or the Security Instrument does not comply with Chapter 26 of the Texas Business and Commerce Code. Each Obligor represents and warrants that such Obligor has executed each Security Instrument to which it is a party manually in person, and that such Obligor will deliver to Bank a manually signed original “wet signature” counterpart of each such Security Instrument upon Bank’s request and/or as soon as reasonably possible.

 

8.18            Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

 

8.19            USA Patriot Act Notification. The following notification is provided to Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:

	BORROWER:
	SANARA MEDTECH INC.
	By: /s/ Michael D. McNeil
__________________________	Michael McNeil, Chief Financial Officer
	BANK:
	CADENCE BANK, N.A.
	By: /s/ Emily Loomis
_________________________	Emily Loomis, Senior Vice President
	GUARANTORS:
	CELLERATE, LLC
	By: /s/ Michael D. McNeil
_________________________	Michael McNeil, Chief Financial Officer
	UNITED WOUND AND SKIN SOLUTIONS, LLC
	By: /s/ Michael D. McNeil
_________________________	Michael McNeil, Vice President

Schedule 5.8	Transactions with Affiliates
Schedule 6.9:	Subsidiaries and Investments
Schedule 6.13:	Collateral Locations
Exhibit A:	Form of Compliance Certificate