Fill and Sign the General Intangibles Form

Financing Agreement between Dealer and Credit Corporation for Wholesale Financing with Security interest in Accounts and General Intangibles This Financing Agreement, hereinafter called the Agreement , is made on the _____________________ (date) , between ______________________ (Name of Dealer) , a Corporation organized and existing under the laws of the state of ______________, with its principal office located at ________________________________________________________ __________________________ (street address, city, state, zip code) , referred to herein as Dealer , and _______________________ (Name of Corporation) , a Corporation organized and existing under the laws of the state of _________________, with its principal office located at ____________________________________________________________________________ (street address, city, state, zip code) , referred to herein as Corporation . For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Extension of Credit In the course of Dealer's business, Dealer acquires inventory and equipment, both new and used (the chattels ), and desires Corporation to pay the manufacturer, distributor or other seller for the chattels, and to otherwise finance Dealer's acquisition or holding of chattels and the conduct of Dealer's business generally. The amount of credit that Corporation shall extend to Dealer at any time shall be such sum as Corporation may, from time to time, determine in its sole discretion. 2. Billings and Payments Records In each case when Corporation advances funds and sends to Dealer a wholesale billing and payment record or other statement of the transaction (the statement ), Dealer shall sign the statement and return a copy to Corporation, or Dealer shall be deemed to have acknowledged the indebtedness on the terms set forth in it unless Dealer notifies Corporation in writing of any correction or objection to it within ______ (number) days from the mailing date of it. Corporation shall maintain or cause to be maintained facilities and arrangements at assembly and shipping points or elsewhere for payments for chattels shipped to Dealer by Dealer's regular sources of supply, and shall make arrangements satisfactory to Corporation and the shippers for payment for the chattels if and to the extent that Corporation is prepared to extend credit to Dealer with respect to the same. 3. Security Interest Dealer hereby gives Corporation a security interest and security title, both under the Uniform Commercial Code of the state of _________________ (name of state) , and other applicable law, and also independently under this Agreement, in all chattels listed in any such statement previously or subsequently furnished to Dealer, and in all present and future attachments and accessories to it and replacements of it, and in all proceeds of it, whether or not identifiable, all the foregoing being here included in the term chattels , to secure payment of all of Dealer's indebtedness to Corporation from time to time outstanding under this instrument or otherwise, whether for principal, interest or charges, whether direct or contingent. The chattels shall similarly secure all of Corporation's affiliates for Dealer's obligation to them. 4. Security Interest in Repossessed Chattels Dealer also gives to Corporation a security interest in any chattel, and in any other goods and proceeds of the same whether or not otherwise included in this Agreement, which Corporation repossesses and returns to Dealer after the same has been the subject of a retail sale and as to which has obligations to Corporation as guarantor or otherwise. Unless Corporation designates another form of document, Dealer will execute in favor of Corporation trust receipts in such form and substance as Corporation requires for the amount of credit extended, and Dealer will execute such additional documents as Corporation may at any time request to confirm or perfect Corporation's title or security in the chattels. 5. Execution of Instruments Dealer authorizes Corporation or any of its officers or employees to execute such documents in Dealer's behalf and to supply any omitted information and correct patent errors in any documents executed by Dealer or on behalf of Dealer. Dealer agrees to hold all chattels and proceeds in trust until Dealer's complete payment of Dealer's indebtedness to Corporation respecting such chattels. Corporation's title, lien or security interest shall not be impaired by any payment to the seller or anyone else, in whole or in part, by Dealer, either of the invoice price or of the amount of Dealer's obligation to Corporation, or Dealer's failure or refusal to account to Corporation for proceeds. 6. Warranty Concerning Chattels Dealer warrants and agrees that the chattels are and shall always be free from all claims and encumbrances except Corporation's; that Dealer shall deliver the chattels against all other claims and demands whatever; that there is and will be no other financing statement outstanding with respect to the chattels; and that Dealer will notify Corporation before Dealer signs, or authorizes the signing of, any financing statement regardless of its coverage. Where permitted by law, Corporation may perfect its security interest in chattels by filing a financing statement signed only by Corporation. 7. Principal Place of Business Dealer represents to Corporation that Dealer's principal place of business is __________ ____________________________________________________________________________ (street address, city, state, zip code) . 8. Maintenance of Chattels The chattels shall be kept at the address mentioned in Section 7 and at the following additional addresses: (list any additional addresses) ________________________________ ____________________________________________________________________________ ____________________________________________________________________________, until all indebtedness with respect to the chattel is fully paid in cash. Dealer will notify Corporation if Dealer does business at any other addresses than those stated in this instrument. 9. Payment of Taxes and Charges Dealer will promptly pay when due all taxes, license fees, assessments and charges on the chattels, which shall at all times be at Dealer's risk. Dealer will keep the chattels insured for their full value against fire, theft and for combined additional coverage, including vandalism and malicious mischief, and such other risks in such amounts as Corporation may specify, in companies satisfactory to Corporation, with loss payable to Corporation as the interest of Corporation may appear. If Dealer fails to pay any such amount, Corporation may pay them, and the amount so advanced shall be additional indebtedness from Dealer to Corporation, secured under this Agreement. 10. Sale, Transfer or Rental Dealer shall not, without the written consent of Corporation, rent, lend, demonstrate, pledge, create a security interest in, transfer, or secrete any of the chattels, or use them for any purpose other than exhibition. Dealer shall have liberty to exhibit and to sell each chattel only to buyers in the ordinary course of business. Dealer shall promptly notify Corporation of any sale and of the proceeds of it. 11. Accounting for Chattels Dealer's obligation as to each chattel shall become due as indicated on the financing statement, or if no due date is shown, then ________ (number) days from the date of Corporation's advance on it. On the sale of any chattel, however, Dealer shall immediately pay to Corporation in cash the pertinent amount of the total indebtedness allocable to it (which in no event shall be less than the amount shown on any financing statement as the principal obligation). Corporation shall have the right, but without any obligation to do so, from time to time, to examine each chattel to appraise it as security, to verify its condition and its nonuse, to verify that all chattels have been properly accounted for and this Agreement complied with, and to examine the books of Dealer. 12. Interest For each full calendar year in which Corporation has extended credit to Dealer, or for any part of it where Corporation has extended credit to Dealer for less than a full calendar year, Dealer will pay to Corporation interest on the aggregate amount of credit extended to Dealer at a rate as agreed between Dealer and Corporation from time to time, and will also pay to Corporation an additional charge per unit as agreed on between Dealer and Corporation from time to time (all of which agreements may be by attached schedule, or otherwise) to cover the following: A. Any insurance coverage Corporation may purchase on chattels; B. Maintenance of facilities for payment at assembly and shipping points or elsewhere; C. Appraisal, examination and validation of chattels; D. Retail sales promotional literature, advertising and other aids that Corporation shall furnish to Dealer in support of retail sales; E. Recording and filing fees; and F. The commitments Corporation has made to factories or distributors respecting payments for shipments to Dealer. Unless as above specifically agreed otherwise, the rate and also the additional charge shall be Corporation's applicable standard charge and rate, for the class of chattels involved, prevailing from time to time in the city of Dealer's principal place of business. In no event, whether by maturity, acceleration of payment or otherwise, shall the annual interest and additional charges, as applied to the total amount of credit extended to Dealer during any calendar year, exceed that permitted by applicable law. Corporation will, however, for mutual convenience, send to Dealer at monthly or other intervals, a statement of wholesale charges due (covering such interest and charges) on Dealer's continuing credit account with Corporation, which shall be adjusted at the time of each such calendar year to the extent required to conform to applicable law and this Agreement. The term calendar year as used in this Agreement shall mean the annual period commencing on the date in January that is the initial date covered by such a statement of wholesale charges due. The provisions of this section shall apply to all credit extended by Corporation to Dealer. 13. Further Security As further security for all and any of Dealer's present or future obligations to Corporation under this instrument or otherwise, Dealer assigns and gives to Corporation a security interest in all accounts and general intangibles now or later owned by or due Dealer, whether by, through or arising against Dealer's factory or distributor under any franchise currently or later in effect, or any modification or replacement of the same, or however due to Dealer. Dealer will hold in trust for Corporation and shall promptly remit to Corporation all the proceeds of such accounts and general intangibles received by Dealer, or Corporation may make direct collection of them and credit Dealer with all sums received by Corporation. 14. Breach If Dealer breaches any of the terms of this Agreement or any other obligations to Corporation or to any affiliate of Corporation, whether under this Agreement or otherwise, Dealer becomes insolvent or ceases to do business as a going concern a petition in any bankruptcy in-state insolvency proceedings, or for arrangement or reorganization is filed by or against Dealer, or any property belonging to Dealer is attached or seized or a receiver is appointed for Dealer, or whenever Corporation in good faith deems the indebtedness or the chattels insecure, then: A. At the option of Corporation, all or any part of Dealer's indebtedness to Corporation under this Agreement and all other indebtedness then owing by Dealer to Corporation or the affiliates of Corporation shall become immediately due and payable, together with, if permitted by applicable law, reasonable attorney's fees if the indebtedness is placed with an attorney for collection or to protect Corporation's rights, and subsequently Dealer shall have no liberty to exhibit or sell the chattels, or to take any other action with respect to the chattels to which Corporation may have previously consented; and Dealer shall hold and keep the chattels in good order for Corporation's benefit as provided in this Agreement; B. On demand of Corporation, Dealer shall assemble and deliver the chattels to Corporation in good order at a place designated by Corporation reasonably convenient to both Dealer and Corporation; and C. Corporation shall have the security interest in all of Dealer's inventory and equipment, wherever located and whether or not financed under this Agreement, and Corporation shall have the rights with respect to it, including removal, as Corporation has as to chattels under this Agreement. 15. Rights and Remedies Corporation shall have all the rights of a secured party under the Uniform Commercial Code of the state of _______________ (name of state) or at common law or in equity or under any other statute or under this Agreement. Corporation's rights and remedies under this Agreement shall be cumulative. It is agreed that new and used ______________________________________________ (types of equipment) are the subject of widely distributed standard price quotations and are customarily sold on and in a recognized market. A private sale of any chattel to a Dealer in such types of chattels for the amount Dealer originally paid for such chattel or at any lesser fair price is a commercially reasonable disposition of them. 16. Warranties as to Financial Statements To induce Corporation to extend, continue or renew credit to Dealer, Dealer warrants and represents that the attached current financial statement or, if none is attached, then each statement now or subsequently submitted by Dealer to Corporation, is and will be true and will fairly represent Dealer's financial condition. 17. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 18. Binding Effect This Agreement shall be effective until terminated by notice by either party to the other. No termination shall relieve Dealer from any obligation to Corporation arising out of Corporation's advances or commitments made prior to the effective date of determination. Any extension of credit or renewal of it by Corporation to Dealer after the date of this instrument shall constitute Corporation's acceptance of the same. 19. Waiver of Exemptions Dealer waives all exemptions and homestead laws to the extent permissible by applicable law. 20. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 21. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 22. Notices Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 23. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 24. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. __________________________ ____________________________ (Name of Dealer) (Name of Corporation) By:____________________________ By:_______________________________ ___________________________ ____________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) __________________________ ____________________________ (Signature of Officer) (Signature of Officer)