Master Commercial Revolving Credit and Security Agreement

This Master Commercial Revolving Credit and Security Agreement, (“Agreement”) is entered into as of ______ ___ , 20__ (“Effective Date”), by and between:

CARE CASH GLOBAL, a California licensed Finance Lender and Broker, DFPI License No. 60DBO-168236, NMLS ID 2353336 (“Lender” or “CCG”),

and

______________________________________________________________ (“Borrower”), a California LLC / Corporation EIN #______________________, located at _____ __________________________________, City ____________________, California, Zip Code _________.

ARTICLE 1 — DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 "Account Debtor"

Any customer, purchaser, contractor, governmental authority, insurance carrier, business entity, or other person obligated to make payment with respect to an Account Receivable.

1.2 "Accounts Receivable"

All present and future rights to payment arising from:

  • the sale of goods,
  • the rendering of services,
  • contractual obligations,
  • invoices,
  • payment intangibles,
  • contract rights,
  • instruments,
  • chattel paper,

including all proceeds, renewals, substitutions, extensions, and supporting obligations thereof.

1.3 "Advance"

Any extension of credit, funding disbursement, draw request, or other amount funded by Lender pursuant to this Agreement.

1.4 "Advance Rate"

Seventy-Five Percent (75%) of Eligible Accounts Receivable unless otherwise approved in writing by Lender.

1.5 "Borrowing Base"

The maximum amount available for borrowing at any time calculated as:

Eligible Accounts Receivable × Advance Rate

less:

  • reserves established by Lender,
  • concentration adjustments,
  • ineligible receivables,
  • outstanding Obligations.

1.6 "Business Day"

Any day other than:

  • Saturday,
  • Sunday,
  • Federal banking holidays, or
  • California banking holidays.

1.7 "Collateral"

All property securing the Obligations including:

  • Accounts Receivable,
  • payment intangibles,
  • contract rights,
  • collections,
  • proceeds,
  • supporting obligations,
  • controlled accounts,
  • deposit accounts,
  • books and records,
  • future receivables,
  • and all related rights.

1.8 "Controlled Account"

Any deposit account designated by Lender for the collection, administration, monitoring, or application of receivable proceeds.

1.9 "Credit Facility"

The revolving commercial line of credit established pursuant to this Agreement.

1.10 "Eligible Accounts Receivable"

Accounts Receivable acceptable to Lender in its sole but commercially reasonable discretion and which:

  • arise from bona fide business transactions;
  • are legally enforceable;
  • are free from disputes;
  • are free from offsets;
  • are not more than ninety (90) days from invoice date;
  • are owed by creditworthy Account Debtors;
  • are not owed by affiliates;
  • are free of competing liens.

1.11 "Event of Default"

Any event described in Article 12 of this Agreement.

1.12 "Loan Documents"

Collectively:

  • this Agreement;
  • the Promissory Note;
  • any Guaranty;
  • ACH Authorization Agreement;
  • Controlled Account Agreement;
  • Borrowing Base Certificates;
  • UCC filings;
  • all amendments and renewals.

1.13 "Obligations"

All present and future indebtedness, liabilities, fees, expenses, costs, indemnities, and obligations owed by Borrower to Lender.

1.14 "Proceeds"

All collections, payments, recoveries, insurance proceeds, and other amounts arising from the Collateral.

1.15 "UCC"

The Uniform Commercial Code as adopted by the State of California.

ARTICLE 2 — CREDIT FACILITY

2.1 Establishment of Credit Facility

Subject to the terms of this Agreement, Lender establishes a revolving commercial line of credit in favor of Borrower in an amount not to exceed:

FIVE HUNDRED THOUSAND DOLLARS ($500,000)

subject to the Borrowing Base and all Loan Documents.

2.2 Commercial Purpose

Borrower certifies that all proceeds shall be used exclusively for lawful business and commercial purposes.

No proceeds shall be used for:

  • personal purposes,
  • family purposes,
  • household purposes.

2.3 Revolving Nature

Amounts repaid may be reborrowed subject to:

  • Borrowing Base availability;
  • compliance with Loan Documents;
  • Lender approval.

2.4 Initial Term

The initial term of the Credit Facility shall be:

Ninety (90) Days

commencing on the Effective Date.

2.5 Renewal

The Credit Facility shall not renew automatically.

Renewal shall require:

  • updated underwriting;
  • review of collateral;
  • review of payment history;
  • updated financial information;
  • execution of renewal documents;
  • approval by Lender.

2.6 Conditions Precedent

Lender shall have no obligation to fund any Advance unless:

  • this Agreement has been executed;
  • the Promissory Note has been executed;
  • all required disclosures have been delivered;
  • all required authorizations have been signed;
  • all requested financial information has been delivered;
  • no Event of Default exists.

2.7 Funding Requests

Borrower shall request Advances through a Funding Request and Advance Certificate acceptable to Lender.

2.8 No Commitment to Future Advances

Nothing herein shall require Lender to make any Advance after an Event of Default or after termination of the Credit Facility.

ARTICLE 3 — BORROWING BASE

3.1 Borrowing Availability

Borrower may request Advances up to the lesser of:

(a) $500,000; or

(b) the Borrowing Base.

3.2 Advance Rate

Lender may advance up to:

75%

of Eligible Accounts Receivable.

3.3 Collateral Coverage Requirement

Borrower shall maintain Eligible Accounts Receivable equal to at least:

133%

of the outstanding principal balance.

Failure to maintain such coverage shall constitute a Borrowing Base Deficiency.

3.4 Concentration Limit

No single Account Debtor shall represent more than:

25%

of Eligible Accounts Receivable without prior written approval from Lender.

Amounts exceeding such concentration limit may be excluded from borrowing availability calculations.

3.5 Ineligible Receivables

The following shall be excluded:

  • receivables over ninety (90) days old;
  • affiliate receivables;
  • disputed receivables;
  • offset receivables;
  • receivables subject to competing liens;
  • foreign receivables not approved by Lender;
  • governmental receivables requiring assignment restrictions;
  • receivables deemed unacceptable by Lender.

3.6 Borrowing Base Certificates

Borrower shall provide monthly Borrowing Base Certificates in a form acceptable to Lender.

Lender may require additional reporting at any time.

3.7 Reserves

Lender may establish reasonable reserves against:

  • disputed receivables;
  • customer concentrations;
  • anticipated credits;
  • returns;
  • chargebacks;
  • tax liabilities;
  • legal claims;
  • any matter affecting collectability.

3.8 Recalculation

Lender may recalculate borrowing availability at any time based upon updated collateral information.

3.9 Overadvance

If outstanding Obligations exceed the Borrowing Base, Borrower shall immediately repay such excess amount upon demand by Lender.

ARTICLE 4 — GRANT OF SECURITY INTEREST

4.1 Grant of Security Interest

As continuing collateral security for the prompt payment and performance of all Obligations, Borrower hereby grants to Lender a continuing first-priority security interest in and lien upon all of Borrower's right, title, and interest in and to the following property, whether now existing or hereafter arising or acquired:

(a) all Accounts Receivable;

(b) all payment intangibles;

(c) all contract rights;

(d) all instruments;

(e) all chattel paper;

(f) all supporting obligations;

(g) all proceeds, collections, and recoveries thereof;

(h) all books and records relating thereto;

(i) all deposit accounts and Controlled Accounts identified by Borrower to Lender;

(j) all substitutions, replacements, renewals, extensions, and proceeds of the foregoing.

4.2 Continuing Security Interest

The security interest granted herein shall be continuing in nature and shall secure all present and future Obligations of Borrower to Lender.

4.3 After-Acquired Property

The security interest shall automatically attach to all Accounts Receivable and related collateral arising after the Effective Date without further action by Borrower.

4.4 Proceeds

The security interest shall extend to all:

  • cash proceeds;
  • non-cash proceeds;
  • insurance proceeds;
  • recoveries;
  • substitutions;
  • replacements;

arising from the Collateral.

4.5 Priority

Borrower shall take all actions reasonably requested by Lender to preserve and maintain Lender's first-priority position in the Collateral.

4.6 No Transfer of Ownership

The grant of security interest shall not constitute a sale or transfer of ownership of the Accounts Receivable except as otherwise provided following an Event of Default.

ARTICLE 5 — ASSIGNMENT OF RECEIVABLES AND COLLECTION RIGHTS

5.1 Assignment as Collateral Security

Borrower hereby assigns to Lender, as collateral security only, all rights to receive payments arising from Accounts Receivable constituting Collateral.

5.2 Borrower Collection Rights Prior to Default

Until an Event of Default occurs and is continuing, Borrower may continue to invoice, collect, service, and administer Accounts Receivable in the ordinary course of business.

5.3 Verification Rights

Lender may at any time verify:

  • existence of receivables;
  • invoice balances;
  • payment status;
  • collectability;
  • disputes or offsets;

directly with any Account Debtor.

Borrower shall cooperate fully with such verification requests.

5.4 Communication Rights

Borrower authorizes Lender to communicate directly with Account Debtors concerning:

  • receivable verification;
  • collateral administration;
  • payment history;
  • collection matters;
  • dispute resolution.

5.5 Springing Notification Rights

Borrower irrevocably authorizes Lender, at any time and in Lender's commercially reasonable discretion, to notify Account Debtors that Accounts Receivable have been pledged as collateral and direct payment to a Controlled Account designated by Lender.

5.6 Collection Rights Following Default

Upon the occurrence and continuation of an Event of Default, Lender may:

  • collect receivables directly;
  • issue payment instructions to Account Debtors;
  • compromise claims when commercially reasonable;
  • endorse checks payable to Borrower relating to Collateral;
  • apply collections against Obligations.

5.7 Trust of Collections

Any collection received directly by Borrower after notice from Lender requiring redirection of payments shall be held in trust for Lender and promptly remitted to the Controlled Account.

5.8 No Duty to Collect

Nothing herein shall require Lender to undertake collection activities or preserve collateral value.

ARTICLE 6 — UCC FILINGS AND PERFECTION

6.1 Authorization to File

Borrower authorizes Lender to prepare and file:

  • UCC-1 Financing Statements;
  • amendments;
  • continuations;
  • assignments;
  • corrections;
  • terminations;

without further consent from Borrower.

6.2 Collateral Description

Borrower authorizes Lender to use collateral descriptions reasonably consistent with this Agreement, including:

"All present and future Accounts Receivable, payment intangibles, contract rights, collections, proceeds, supporting obligations and related collateral, whether now owned or hereafter acquired."

6.3 Additional Documentation

Borrower shall execute all additional documents reasonably requested by Lender to:

  • perfect security interests;
  • maintain priority;
  • enforce rights;
  • correct filing defects.

6.4 Organizational Changes

Borrower shall provide written notice to Lender within ten (10) business days following:

  • legal name changes;
  • organizational changes;
  • changes in jurisdiction of formation;
  • mergers;
  • conversions;
  • principal office changes.

6.5 Preservation of Priority

Borrower shall not permit any competing lien, assignment, encumbrance, or security interest affecting the Collateral without Lender's prior written consent.

6.6 Cooperation

Borrower shall cooperate fully with all actions reasonably required to preserve, maintain, or enforce Lender's security interest.

6.7 Termination of Financing Statements

Upon payment in full of all Obligations and termination of the Credit Facility, Lender shall file such termination statements as may be required by applicable law.

6.8 Survival

The authorizations contained in this Article shall remain effective until all Obligations have been irrevocably paid in full and all security interests released by Lender.

ARTICLE 7 — CONTROLLED ACCOUNT

7.1 Controlled Account Requirement

Borrower shall establish and maintain one or more deposit accounts acceptable to Lender (each a "Controlled Account") throughout the term of the Credit Facility.

7.2 Purpose

The Controlled Account shall serve as the primary account for:

  • collection of receivable proceeds;
  • administration of collateral;
  • application of payments;
  • monitoring of cash flows.

7.3 Ownership

Borrower shall remain the legal owner of the Controlled Account subject to the rights granted to Lender under this Agreement and applicable law.

7.4 Deposit of Receivable Proceeds

Borrower agrees that all proceeds arising from Accounts Receivable pledged as Collateral may be deposited into the Controlled Account as directed by Lender.

7.5 Monitoring Rights

Borrower authorizes Lender to monitor account activity and review account information reasonably necessary for collateral administration and risk management.

7.6 Sweep Rights

Lender may apply funds from the Controlled Account toward:

  • scheduled payments;
  • accrued interest;
  • fees and expenses;
  • default obligations;
  • other Obligations.

7.7 Direct Deposit Requirements

Following notice from Lender, Borrower shall direct designated Account Debtors to remit payments directly to the Controlled Account.

7.8 Future Deposit Account Control Agreements

Borrower agrees to execute any Deposit Account Control Agreement ("DACA"), lockbox agreement, or other account control arrangement reasonably requested by Lender or future institutional funding sources.

7.9 Restrictions

Without Lender's consent Borrower shall not:

  • close the Controlled Account;
  • modify ownership of the account;
  • grant competing rights in the account;
  • redirect collateral proceeds to another institution.

7.10 Default Remedies

Following an Event of Default, Lender may assume exclusive control of the Controlled Account to the extent permitted by applicable law and any applicable account control agreement.

ARTICLE 8 — ACH AUTHORIZATION AND PAYMENT ADMINISTRATION

8.1 ACH Authorization

Borrower shall execute and maintain an ACH Authorization Agreement acceptable to Lender.

8.2 Payment Method

Borrower shall make all scheduled payments through bi-weekly ACH debits initiated by Lender.

8.3 Authorized ACH Transactions

Borrower authorizes ACH transactions for:

  • funding disbursements;
  • principal payments;
  • interest payments;
  • fees;
  • reconciliations;
  • returned payment recoveries;
  • adjustments authorized by Loan Documents.

8.4 Variable Payment Amounts

Borrower acknowledges that ACH debits may vary based upon:

  • outstanding balances;
  • interest accrual;
  • fees;
  • reconciliations;
  • modifications approved by Lender.

8.5 Sufficient Funds

Borrower shall maintain sufficient available funds to honor all ACH transactions.

8.6 Returned Transactions

Borrower authorizes Lender to re-initiate returned ACH transactions to the extent permitted by law and applicable payment network rules.

8.7 Replacement Account

Borrower shall provide replacement banking instructions at least ten (10) Business Days before closure or modification of any authorized account.

8.8 Revocation

Borrower acknowledges that ACH authorization constitutes a material inducement to Lender's extension of credit and may not be revoked while Obligations remain outstanding except with Lender's written consent.

ARTICLE 9 — AFFIRMATIVE COVENANTS

Until all Obligations have been irrevocably paid in full, Borrower shall:

9.1 Corporate Existence

Maintain its legal existence, registrations, licenses, permits, and authority necessary to conduct business.

9.2 Taxes

Timely pay all taxes, assessments, and governmental charges unless contested in good faith with adequate reserves.

9.3 Insurance

Maintain insurance customary for Borrower's industry, including:

  • general liability insurance;
  • workers compensation insurance where required;
  • any additional coverage reasonably requested by Lender.

9.4 Financial Reporting

Borrower shall provide:

Monthly

  • Borrowing Base Certificate;
  • Accounts Receivable Aging Report;
  • Business Bank Statements.

Quarterly

  • Profit and Loss Statements;
  • Balance Sheets.

Annually

  • Federal Business Tax Returns;
  • Financial Statements;
  • Additional information reasonably requested by Lender.

9.5 Books and Records

Maintain complete and accurate books and records in accordance with generally accepted accounting principles or other accounting methods consistently applied by Borrower.

9.6 Audit Rights

Permit Lender and its representatives, upon reasonable notice, to inspect:

  • books and records;
  • collateral documentation;
  • financial information;
  • receivable records.

9.7 Compliance With Laws

Comply with all federal, state, and local laws applicable to Borrower's business operations.

9.8 Notice of Material Events

Borrower shall promptly notify Lender of:

  • material litigation;
  • governmental investigations;
  • tax liens;
  • judgments;
  • insolvency events;
  • material adverse changes in financial condition.

9.9 Maintenance of Collateral

Borrower shall preserve, protect, and maintain the value and collectability of the Collateral.

9.10 Cooperation

Borrower shall cooperate fully with all reasonable requests related to:

  • collateral verification;
  • UCC maintenance;
  • compliance reviews;
  • renewals;
  • audits.

9.11 Beneficial Ownership Information

Borrower shall provide updated beneficial ownership information promptly following any ownership or control change.

9.12 Additional Information

Borrower shall provide any additional information reasonably requested by Lender in connection with underwriting, servicing, renewal, monitoring, collection, regulatory compliance, or institutional funding requirements.

ARTICLE 10 — NEGATIVE COVENANTS

Until all Obligations have been irrevocably paid in full and all commitments terminated, Borrower shall not, without Lender's prior written consent:

10.1 Additional Liens

Create, incur, assume, or permit any lien, pledge, assignment, encumbrance, or security interest affecting any Collateral, except liens expressly approved in writing by Lender.

10.2 Additional Indebtedness

Incur, guarantee, assume, or otherwise become liable for any material indebtedness outside the ordinary course of business that could materially impair Borrower's repayment capacity.

10.3 Sale of Assets

Sell, transfer, lease, assign, or otherwise dispose of material assets other than inventory sold in the ordinary course of business.

10.4 Sale of Receivables

Sell, factor, assign, pledge, or otherwise transfer any Accounts Receivable constituting Collateral to any third party without Lender's prior written consent.

10.5 Ownership Changes

Permit any change in ownership or control involving more than fifty percent (50%) of the ownership interests of Borrower without prior written approval from Lender.

10.6 Mergers and Reorganizations

Merge, consolidate, convert, dissolve, reorganize, or materially restructure Borrower's business without prior written consent.

10.7 Diverting Receivable Proceeds

Divert, redirect, conceal, or otherwise transfer receivable proceeds to accounts not approved by Lender if such action materially impairs collateral monitoring or collection rights.

10.8 Changes in Business Operations

Materially change the nature of Borrower's business without notifying Lender.

10.9 Affiliate Transactions

Enter into transactions with affiliates except on arm's-length terms consistent with ordinary business practices.

10.10 Settlements and Compromises

Compromise, settle, forgive, discount, or materially modify Accounts Receivable outside ordinary business practices if doing so materially impairs collateral value.

10.11 Organizational Changes

Change Borrower's legal name, jurisdiction of organization, entity type, or principal place of business without providing prior written notice to Lender.

ARTICLE 11 — REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender on the Effective Date and on each Advance Date that:

11.1 Organization and Good Standing

Borrower is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

11.2 Authority

Borrower possesses full authority to execute, deliver, and perform all Loan Documents.

11.3 Binding Obligations

Each Loan Document constitutes the legal, valid, and binding obligation of Borrower enforceable in accordance with its terms, subject to applicable bankruptcy and equitable principles.

11.4 Commercial Purpose

All Advances shall be used solely for lawful business and commercial purposes.

11.5 Accuracy of Information

All financial statements, reports, schedules, applications, and information delivered to Lender are true, complete, and accurate in all material respects.

11.6 Ownership of Collateral

Borrower owns the Collateral free and clear of all liens except those previously disclosed and approved by Lender.

11.7 Valid Receivables

All Accounts Receivable included in borrowing base calculations:

  • arise from bona fide transactions;
  • are legally enforceable;
  • are not fictitious;
  • are not subject to undisclosed disputes or offsets.

11.8 Solvency

Borrower is solvent and able to pay its debts as they become due.

11.9 Litigation

Except as previously disclosed in writing, no litigation, governmental investigation, administrative action, or arbitration exists that could materially affect Borrower's financial condition or repayment ability.

11.10 Compliance With Law

Borrower is in compliance with all laws applicable to its business operations.

11.11 Taxes

Borrower has filed all material tax returns required by law and has paid all taxes due except those contested in good faith with adequate reserves.

11.12 No Defaults

Borrower is not in default under any material agreement, financing arrangement, lease, guaranty, or indebtedness that could materially impair performance under this Agreement.

11.13 Beneficial Ownership

Borrower has disclosed all beneficial owners and controlling persons as required by applicable law and compliance procedures.

11.14 OFAC and Sanctions

Neither Borrower nor any beneficial owner is a sanctioned person or subject to any governmental restrictions prohibiting this financing relationship.

ARTICLE 12 — EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an Event of Default:

12.1 Payment Default

Failure to make any payment when due under any Loan Document.

12.2 Borrowing Base Deficiency

Failure to maintain required borrowing availability or collateral coverage.

12.3 Reporting Default

Failure to deliver required reports, certificates, financial statements, or information within the time required by this Agreement.

12.4 Misrepresentation

Any representation, warranty, certification, or statement made by Borrower proves to be materially false or misleading.

12.5 Insolvency

Borrower:

  • becomes insolvent;
  • admits inability to pay debts;
  • makes an assignment for the benefit of creditors;
  • becomes subject to receivership proceedings.

12.6 Bankruptcy

Borrower files or becomes subject to:

  • bankruptcy;
  • reorganization;
  • liquidation;
  • insolvency proceedings.

12.7 Cross-Default

Borrower defaults under any other material indebtedness, financing arrangement, lease, guaranty, or obligation that could materially impair Borrower's financial condition.

12.8 Unauthorized Liens

Borrower grants or permits any unauthorized lien affecting the Collateral.

12.9 Diversion of Collateral

Borrower diverts receivable proceeds or otherwise impairs Lender's collateral rights.

12.10 Controlled Account Default

Borrower fails to maintain the Controlled Account or otherwise breaches account administration requirements.

12.11 ACH Default

Borrower revokes ACH authorization without Lender's consent or repeatedly fails ACH collections.

12.12 Tax Liens and Judgments

Any material tax lien, judgment lien, attachment, levy, or governmental enforcement action is filed against Borrower.

12.13 Change of Control

Any unapproved change in ownership or control occurs.

12.14 Material Adverse Change

Any material adverse change occurs in:

  • Borrower's business;
  • operations;
  • financial condition;
  • repayment capacity;
  • collateral quality.

12.15 Regulatory Violations

Borrower materially violates laws, regulations, licenses, or governmental requirements applicable to its business.

12.16 Breach of Loan Documents

Borrower breaches any covenant, obligation, or provision contained in any Loan Document and fails to cure such breach within any applicable cure period established by Lender.

12.17 Guarantor Default

Any guarantor defaults under a Guaranty or experiences insolvency, bankruptcy, or material deterioration of financial condition materially affecting repayment support.

ARTICLE 13 — REMEDIES

13.1 Rights Upon Event of Default

Upon the occurrence and continuation of an Event of Default, Lender may, at its option and without limiting any other available remedies, exercise any rights available under:

  • this Agreement;
  • the Loan Documents;
  • the Uniform Commercial Code;
  • applicable law.

13.2 Acceleration

Lender may declare all Obligations immediately due and payable without further notice, demand, presentment, protest, or other formalities to the fullest extent permitted by law.

13.3 Suspension of Advances

Lender may immediately suspend or terminate Borrower's right to request additional Advances.

13.4 Direct Collection of Receivables

Lender may collect Accounts Receivable directly from Account Debtors and may exercise all rights of Borrower with respect to collection activities.

13.5 Notification of Account Debtors

Lender may notify Account Debtors that Accounts Receivable have been pledged as collateral and direct payment to:

  • a Controlled Account;
  • a lockbox;
  • a collection account;
  • any account designated by Lender.

13.6 Control of Deposit Accounts

Subject to applicable agreements with financial institutions and applicable law, Lender may assume exclusive control over Controlled Accounts and apply available balances toward Obligations.

13.7 UCC Remedies

Lender may exercise all remedies available under the Uniform Commercial Code, including rights relating to:

  • collection of collateral;
  • enforcement of security interests;
  • possession of records;
  • disposition of collateral.

13.8 Setoff

Lender may apply any funds of Borrower under Lender's control or possession against Obligations owed by Borrower.

13.9 Appointment as Attorney-in-Fact

Borrower irrevocably appoints Lender as Borrower's attorney-in-fact, effective only upon an Event of Default, for purposes of:

  • collecting receivables;
  • endorsing checks payable to Borrower relating to Collateral;
  • executing documents necessary to preserve or enforce collateral rights;
  • communicating with Account Debtors regarding payment instructions.

This power is coupled with an interest and shall remain effective until all Obligations have been satisfied.

13.10 Preservation of Rights

No delay or omission by Lender in exercising any right shall constitute a waiver of such right.

13.11 Cumulative Remedies

All remedies shall be cumulative and may be exercised simultaneously or independently.

ARTICLE 14 — INTEREST, FEES AND COSTS

14.1 Contract Interest

Outstanding principal balances shall accrue interest at the rate approved by Lender and disclosed in:

  • the Credit Approval Notice;
  • Commercial Financing Disclosure;
  • Advance Confirmation;
  • or other written agreement executed by the parties.

14.2 Interest Calculation

Interest shall accrue on the outstanding principal balance based upon:

  • a 365-day year; and
  • the actual number of days elapsed.

14.3 Payment Frequency

Borrower shall make bi-weekly payments through ACH in accordance with the Loan Documents.

14.4 Application of Payments

Payments received shall be applied in the following order unless otherwise determined by Lender:

  • Collection costs;
  • Attorneys' fees and legal expenses;
  • Fees and charges;
  • Accrued interest;
  • Outstanding principal.

14.5 Default Interest

Following an Event of Default, Obligations shall accrue interest at:

Contract Rate + 10%

or the maximum rate permitted by applicable law, whichever is less.

14.6 Late Charges

Borrower shall pay late charges, returned payment charges, administrative charges, and collection-related fees to the maximum extent permitted by applicable law.

14.7 UCC Filing Fees

Borrower shall reimburse Lender for:

  • UCC filing fees;
  • continuation fees;
  • amendment fees;
  • search fees;
  • termination fees.

14.8 Professional Fees

Borrower shall reimburse reasonable fees incurred by Lender for:

  • attorneys;
  • accountants;
  • consultants;
  • appraisers;
  • auditors;

to the extent related to underwriting, monitoring, enforcement, or collection activities.

14.9 Costs of Collection

Borrower shall reimburse all reasonable collection costs and enforcement expenses incurred by Lender.

14.10 Prepayment

Borrower may prepay Obligations at any time without prepayment penalty.

ARTICLE 15 — PERSONAL GUARANTY

15.1 Guaranty Requirement

Lender may require one or more Personal Guaranties as a condition of funding.

Unless otherwise waived in writing by Lender, a Personal Guaranty shall be required for facilities exceeding:

$100,000

15.2 Nature of Guaranty

Any Personal Guaranty provided shall constitute a:

Continuing Guaranty of Payment and Performance

and not merely a guaranty of collection.

15.3 Primary Liability

Lender shall not be required to:

  • proceed first against Borrower;
  • liquidate collateral;
  • pursue Account Debtors;

before enforcing any Personal Guaranty.

15.4 Financial Information

Guarantors shall provide:

  • Personal Financial Statements;
  • Hard Credit Authorization;
  • supporting financial information reasonably requested by Lender.

15.5 Continuing Nature

The obligations of any Guarantor shall remain in effect until:

  • all Obligations are paid in full; and
  • Lender provides written release.

15.6 Survival

Any Guaranty shall survive:

  • renewals;
  • amendments;
  • extensions;
  • modifications;
  • additional Advances.

15.7 Joint and Several Liability

Where multiple guarantors exist, each guarantor shall be jointly and severally liable for all guaranteed Obligations.

15.8 Waivers

Each guarantor may be required to waive:

  • notice of default;
  • presentment;
  • protest;
  • notice of dishonor;
  • notice of acceleration;

to the fullest extent permitted by law.

15.9 Subrogation

Until all Obligations have been paid in full, no guarantor shall exercise rights of:

  • subrogation;
  • contribution;
  • reimbursement;
  • indemnity;

against Borrower without Lender's prior written consent.

15.10 Bankruptcy

The obligations of any guarantor shall survive bankruptcy, insolvency, reorganization, or receivership proceedings affecting Borrower.

ARTICLE 16 — COMPLIANCE

16.1 Regulatory Compliance

Borrower shall comply in all material respects with all applicable federal, state, and local laws, regulations, licenses, permits, and governmental requirements applicable to Borrower's business operations.

16.2 OFAC Compliance

Neither Borrower, any guarantor, nor any beneficial owner shall be:

  • listed on the United States Department of Treasury Office of Foreign Assets Control ("OFAC") sanctions lists;
  • designated as a blocked or prohibited person;
  • subject to sanctions that would prohibit the transactions contemplated herein.

16.3 Anti-Money Laundering Compliance

Borrower shall cooperate with all anti-money laundering ("AML") procedures reasonably required by Lender, its banking partners, regulators, or funding sources.

16.4 Know Your Customer Requirements

Borrower shall provide all information reasonably required for:

  • identity verification;
  • business verification;
  • ownership verification;
  • beneficial ownership verification.

16.5 Beneficial Ownership Reporting

Borrower shall promptly notify Lender of any material change in ownership or control of Borrower.

16.6 Fraud Prevention

Borrower acknowledges Lender's right to conduct:

  • fraud reviews;
  • identity verification;
  • document authentication;
  • account verification;
  • receivable verification.

16.7 Ongoing Monitoring

Borrower authorizes Lender to conduct periodic compliance reviews during:

  • underwriting;
  • servicing;
  • renewals;
  • collection activities;
  • enforcement proceedings.

16.8 Information Requests

Borrower shall promptly provide all information reasonably requested by Lender to satisfy legal, regulatory, banking, audit, or investor requirements.

ARTICLE 17 — INDEMNIFICATION

17.1 General Indemnity

Borrower shall indemnify, defend, and hold harmless Lender and its members, managers, officers, employees, agents, successors, and assigns from and against all claims, losses, liabilities, damages, costs, and expenses arising from:

  • Borrower's business activities;
  • the Collateral;
  • collection disputes;
  • regulatory violations;
  • litigation involving Borrower.

17.2 Misrepresentation

Borrower shall indemnify Lender for losses arising from:

  • inaccurate information;
  • material omissions;
  • fraud;
  • misrepresentation.

17.3 Third Party Claims

Borrower shall indemnify Lender against claims asserted by:

  • Account Debtors;
  • vendors;
  • governmental authorities;
  • other creditors;
  • third parties.

17.4 Survival

The indemnification obligations contained herein shall survive:

  • repayment of Obligations;
  • termination of this Agreement;
  • release of Collateral.

17.5 Exclusions

Borrower shall not be responsible for losses resulting solely from Lender's gross negligence or willful misconduct as determined by a final non-appealable judgment.

ARTICLE 18 — MISCELLANEOUS

18.1 Governing Law

This Agreement shall be governed by and construed under the laws of the State of California.

18.2 Venue

Any action arising under this Agreement shall be brought exclusively in the state or federal courts located in Los Angeles County, California.

18.3 Jury Trial Waiver

To the fullest extent permitted by law, Borrower and Lender knowingly and voluntarily waive any right to trial by jury in connection with any dispute arising under this Agreement or the Loan Documents.

18.4 Electronic Signatures

Electronic signatures, electronic records, and electronically transmitted copies shall have the same legal effect as original signatures and documents.

18.5 Entire Agreement

This Agreement and the Loan Documents constitute the entire agreement between the parties concerning the Credit Facility.

18.6 Amendments

No amendment or modification shall be effective unless in writing and signed by both parties.

18.7 Waivers

No waiver by Lender of any default shall constitute a waiver of any subsequent default.

18.8 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

18.9 Successors and Assigns

This Agreement shall bind and benefit Borrower, Lender, and their respective successors and permitted assigns.

Lender may assign its rights and interests under this Agreement without Borrower's consent.

Borrower may not assign this Agreement without Lender's prior written approval.

18.10 Notices

All notices required under this Agreement shall be delivered by:

  • electronic mail;
  • overnight courier;
  • certified mail;
  • personal delivery;

to the addresses designated by the parties.

18.11 Counterparts

This Agreement may be executed in multiple counterparts, each of which shall constitute an original.

18.12 Headings

Section headings are for convenience only and shall not affect interpretation.

18.13 Time of Essence

Time shall be of the essence with respect to all obligations under this Agreement.

ARTICLE 19 — SIGNATURES AND SCHEDULES

19.1 Borrower

BORROWER:

Legal Name: ______________________________

Entity Type: ______________________________

State of Formation: ______________________________

By: ______________________________

Name: ______________________________

Title: ______________________________

Date: ______________________________

19.2 Guarantor(s)

GUARANTOR:

Name: ______________________________

Signature: ______________________________

Date: ______________________________

Additional Guarantor:

Signature: ______________________________

Date: ______________________________

19.3 Lender

CARE CASH GLOBAL

By: Gonzalo De Vertiz

Name: Gonzalo De Vertiz

Title: CEO

Signature: ______________________________

Date: ______________________________

SCHEDULE A — Borrowing Base Formula

  • Eligible Accounts Receivable × 75%
  • Less Reserves
  • Less Concentration Adjustments
  • Less Outstanding Obligations
  • Equals Available Credit

SCHEDULE B — Reporting Requirements

Monthly

  • Borrowing Base Certificate
  • A/R Aging Report
  • Bank Statements

Quarterly

  • Profit and Loss Statement
  • Balance Sheet

Annually

  • Business Tax Return
  • Financial Statements

SCHEDULE C — Controlled Account Information

Financial Institution: ______________________________

Account Name: ______________________________

Account Number: ______________________________

Routing Number: ______________________________

SCHEDULE D — ACH Accounts

Authorized ACH Debit Account: ______________________________

Authorized ACH Credit Account: ______________________________

SCHEDULE E — Guarantors

List of all guarantors and guaranty limits, if any.

SCHEDULE F — Initial Funding Request

Initial Advance Amount: ______________________________

Funding Date: ______________________________

Purpose of Funds: ______________________________

SCHEDULE G — Commercial Financing Disclosure

Transaction-specific disclosure required under applicable California commercial financing regulations.

Borrower — Electronic Execution

CARE CASH GLOBAL

By: Gonzalo De Vertiz

Title: CEO

Signature: ______________________________________

Date: ____________________________________