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 _________.
For purposes of this Agreement, the following terms shall have the meanings set forth below:
Any customer, purchaser, contractor, governmental authority, insurance carrier, business entity, or other person obligated to make payment with respect to an Account Receivable.
All present and future rights to payment arising from:
including all proceeds, renewals, substitutions, extensions, and supporting obligations thereof.
Any extension of credit, funding disbursement, draw request, or other amount funded by Lender pursuant to this Agreement.
Seventy-Five Percent (75%) of Eligible Accounts Receivable unless otherwise approved in writing by Lender.
The maximum amount available for borrowing at any time calculated as:
Eligible Accounts Receivable × Advance Rate
less:
Any day other than:
All property securing the Obligations including:
Any deposit account designated by Lender for the collection, administration, monitoring, or application of receivable proceeds.
The revolving commercial line of credit established pursuant to this Agreement.
Accounts Receivable acceptable to Lender in its sole but commercially reasonable discretion and which:
Any event described in Article 12 of this Agreement.
Collectively:
All present and future indebtedness, liabilities, fees, expenses, costs, indemnities, and obligations owed by Borrower to Lender.
All collections, payments, recoveries, insurance proceeds, and other amounts arising from the Collateral.
The Uniform Commercial Code as adopted by the State of California.
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.
Borrower certifies that all proceeds shall be used exclusively for lawful business and commercial purposes.
No proceeds shall be used for:
Amounts repaid may be reborrowed subject to:
The initial term of the Credit Facility shall be:
Ninety (90) Days
commencing on the Effective Date.
The Credit Facility shall not renew automatically.
Renewal shall require:
Lender shall have no obligation to fund any Advance unless:
Borrower shall request Advances through a Funding Request and Advance Certificate acceptable to Lender.
Nothing herein shall require Lender to make any Advance after an Event of Default or after termination of the Credit Facility.
Borrower may request Advances up to the lesser of:
(a) $500,000; or
(b) the Borrowing Base.
Lender may advance up to:
75%
of Eligible Accounts Receivable.
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.
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.
The following shall be excluded:
Borrower shall provide monthly Borrowing Base Certificates in a form acceptable to Lender.
Lender may require additional reporting at any time.
Lender may establish reasonable reserves against:
Lender may recalculate borrowing availability at any time based upon updated collateral information.
If outstanding Obligations exceed the Borrowing Base, Borrower shall immediately repay such excess amount upon demand by Lender.
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.
The security interest granted herein shall be continuing in nature and shall secure all present and future Obligations of Borrower to Lender.
The security interest shall automatically attach to all Accounts Receivable and related collateral arising after the Effective Date without further action by Borrower.
The security interest shall extend to all:
arising from the Collateral.
Borrower shall take all actions reasonably requested by Lender to preserve and maintain Lender's first-priority position in the Collateral.
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.
Borrower hereby assigns to Lender, as collateral security only, all rights to receive payments arising from Accounts Receivable constituting Collateral.
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.
Lender may at any time verify:
directly with any Account Debtor.
Borrower shall cooperate fully with such verification requests.
Borrower authorizes Lender to communicate directly with Account Debtors concerning:
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.
Upon the occurrence and continuation of an Event of Default, Lender may:
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.
Nothing herein shall require Lender to undertake collection activities or preserve collateral value.
Borrower authorizes Lender to prepare and file:
without further consent from Borrower.
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."
Borrower shall execute all additional documents reasonably requested by Lender to:
Borrower shall provide written notice to Lender within ten (10) business days following:
Borrower shall not permit any competing lien, assignment, encumbrance, or security interest affecting the Collateral without Lender's prior written consent.
Borrower shall cooperate fully with all actions reasonably required to preserve, maintain, or enforce Lender's security interest.
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.
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.
Borrower shall establish and maintain one or more deposit accounts acceptable to Lender (each a "Controlled Account") throughout the term of the Credit Facility.
The Controlled Account shall serve as the primary account for:
Borrower shall remain the legal owner of the Controlled Account subject to the rights granted to Lender under this Agreement and applicable law.
Borrower agrees that all proceeds arising from Accounts Receivable pledged as Collateral may be deposited into the Controlled Account as directed by Lender.
Borrower authorizes Lender to monitor account activity and review account information reasonably necessary for collateral administration and risk management.
Lender may apply funds from the Controlled Account toward:
Following notice from Lender, Borrower shall direct designated Account Debtors to remit payments directly to the Controlled Account.
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.
Without Lender's consent Borrower shall not:
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.
Borrower shall execute and maintain an ACH Authorization Agreement acceptable to Lender.
Borrower shall make all scheduled payments through bi-weekly ACH debits initiated by Lender.
Borrower authorizes ACH transactions for:
Borrower acknowledges that ACH debits may vary based upon:
Borrower shall maintain sufficient available funds to honor all ACH transactions.
Borrower authorizes Lender to re-initiate returned ACH transactions to the extent permitted by law and applicable payment network rules.
Borrower shall provide replacement banking instructions at least ten (10) Business Days before closure or modification of any authorized account.
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.
Until all Obligations have been irrevocably paid in full, Borrower shall:
Maintain its legal existence, registrations, licenses, permits, and authority necessary to conduct business.
Timely pay all taxes, assessments, and governmental charges unless contested in good faith with adequate reserves.
Maintain insurance customary for Borrower's industry, including:
Borrower shall provide:
Monthly
Quarterly
Annually
Maintain complete and accurate books and records in accordance with generally accepted accounting principles or other accounting methods consistently applied by Borrower.
Permit Lender and its representatives, upon reasonable notice, to inspect:
Comply with all federal, state, and local laws applicable to Borrower's business operations.
Borrower shall promptly notify Lender of:
Borrower shall preserve, protect, and maintain the value and collectability of the Collateral.
Borrower shall cooperate fully with all reasonable requests related to:
Borrower shall provide updated beneficial ownership information promptly following any ownership or control change.
Borrower shall provide any additional information reasonably requested by Lender in connection with underwriting, servicing, renewal, monitoring, collection, regulatory compliance, or institutional funding requirements.
Until all Obligations have been irrevocably paid in full and all commitments terminated, Borrower shall not, without Lender's prior written consent:
Create, incur, assume, or permit any lien, pledge, assignment, encumbrance, or security interest affecting any Collateral, except liens expressly approved in writing by Lender.
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.
Sell, transfer, lease, assign, or otherwise dispose of material assets other than inventory sold in the ordinary course of business.
Sell, factor, assign, pledge, or otherwise transfer any Accounts Receivable constituting Collateral to any third party without Lender's prior written consent.
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.
Merge, consolidate, convert, dissolve, reorganize, or materially restructure Borrower's business without prior written consent.
Divert, redirect, conceal, or otherwise transfer receivable proceeds to accounts not approved by Lender if such action materially impairs collateral monitoring or collection rights.
Materially change the nature of Borrower's business without notifying Lender.
Enter into transactions with affiliates except on arm's-length terms consistent with ordinary business practices.
Compromise, settle, forgive, discount, or materially modify Accounts Receivable outside ordinary business practices if doing so materially impairs collateral value.
Change Borrower's legal name, jurisdiction of organization, entity type, or principal place of business without providing prior written notice to Lender.
Borrower represents and warrants to Lender on the Effective Date and on each Advance Date that:
Borrower is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
Borrower possesses full authority to execute, deliver, and perform all Loan Documents.
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.
All Advances shall be used solely for lawful business and commercial purposes.
All financial statements, reports, schedules, applications, and information delivered to Lender are true, complete, and accurate in all material respects.
Borrower owns the Collateral free and clear of all liens except those previously disclosed and approved by Lender.
All Accounts Receivable included in borrowing base calculations:
Borrower is solvent and able to pay its debts as they become due.
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.
Borrower is in compliance with all laws applicable to its business operations.
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.
Borrower is not in default under any material agreement, financing arrangement, lease, guaranty, or indebtedness that could materially impair performance under this Agreement.
Borrower has disclosed all beneficial owners and controlling persons as required by applicable law and compliance procedures.
Neither Borrower nor any beneficial owner is a sanctioned person or subject to any governmental restrictions prohibiting this financing relationship.
The occurrence of any of the following shall constitute an Event of Default:
Failure to make any payment when due under any Loan Document.
Failure to maintain required borrowing availability or collateral coverage.
Failure to deliver required reports, certificates, financial statements, or information within the time required by this Agreement.
Any representation, warranty, certification, or statement made by Borrower proves to be materially false or misleading.
Borrower:
Borrower files or becomes subject to:
Borrower defaults under any other material indebtedness, financing arrangement, lease, guaranty, or obligation that could materially impair Borrower's financial condition.
Borrower grants or permits any unauthorized lien affecting the Collateral.
Borrower diverts receivable proceeds or otherwise impairs Lender's collateral rights.
Borrower fails to maintain the Controlled Account or otherwise breaches account administration requirements.
Borrower revokes ACH authorization without Lender's consent or repeatedly fails ACH collections.
Any material tax lien, judgment lien, attachment, levy, or governmental enforcement action is filed against Borrower.
Any unapproved change in ownership or control occurs.
Any material adverse change occurs in:
Borrower materially violates laws, regulations, licenses, or governmental requirements applicable to its business.
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.
Any guarantor defaults under a Guaranty or experiences insolvency, bankruptcy, or material deterioration of financial condition materially affecting repayment support.
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:
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.
Lender may immediately suspend or terminate Borrower's right to request additional Advances.
Lender may collect Accounts Receivable directly from Account Debtors and may exercise all rights of Borrower with respect to collection activities.
Lender may notify Account Debtors that Accounts Receivable have been pledged as collateral and direct payment to:
Subject to applicable agreements with financial institutions and applicable law, Lender may assume exclusive control over Controlled Accounts and apply available balances toward Obligations.
Lender may exercise all remedies available under the Uniform Commercial Code, including rights relating to:
Lender may apply any funds of Borrower under Lender's control or possession against Obligations owed by Borrower.
Borrower irrevocably appoints Lender as Borrower's attorney-in-fact, effective only upon an Event of Default, for purposes of:
This power is coupled with an interest and shall remain effective until all Obligations have been satisfied.
No delay or omission by Lender in exercising any right shall constitute a waiver of such right.
All remedies shall be cumulative and may be exercised simultaneously or independently.
Outstanding principal balances shall accrue interest at the rate approved by Lender and disclosed in:
Interest shall accrue on the outstanding principal balance based upon:
Borrower shall make bi-weekly payments through ACH in accordance with the Loan Documents.
Payments received shall be applied in the following order unless otherwise determined by Lender:
Following an Event of Default, Obligations shall accrue interest at:
Contract Rate + 10%
or the maximum rate permitted by applicable law, whichever is less.
Borrower shall pay late charges, returned payment charges, administrative charges, and collection-related fees to the maximum extent permitted by applicable law.
Borrower shall reimburse Lender for:
Borrower shall reimburse reasonable fees incurred by Lender for:
to the extent related to underwriting, monitoring, enforcement, or collection activities.
Borrower shall reimburse all reasonable collection costs and enforcement expenses incurred by Lender.
Borrower may prepay Obligations at any time without prepayment penalty.
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
Any Personal Guaranty provided shall constitute a:
Continuing Guaranty of Payment and Performance
and not merely a guaranty of collection.
Lender shall not be required to:
before enforcing any Personal Guaranty.
Guarantors shall provide:
The obligations of any Guarantor shall remain in effect until:
Any Guaranty shall survive:
Where multiple guarantors exist, each guarantor shall be jointly and severally liable for all guaranteed Obligations.
Each guarantor may be required to waive:
to the fullest extent permitted by law.
Until all Obligations have been paid in full, no guarantor shall exercise rights of:
against Borrower without Lender's prior written consent.
The obligations of any guarantor shall survive bankruptcy, insolvency, reorganization, or receivership proceedings affecting Borrower.
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.
Neither Borrower, any guarantor, nor any beneficial owner shall be:
Borrower shall cooperate with all anti-money laundering ("AML") procedures reasonably required by Lender, its banking partners, regulators, or funding sources.
Borrower shall provide all information reasonably required for:
Borrower shall promptly notify Lender of any material change in ownership or control of Borrower.
Borrower acknowledges Lender's right to conduct:
Borrower authorizes Lender to conduct periodic compliance reviews during:
Borrower shall promptly provide all information reasonably requested by Lender to satisfy legal, regulatory, banking, audit, or investor requirements.
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 shall indemnify Lender for losses arising from:
Borrower shall indemnify Lender against claims asserted by:
The indemnification obligations contained herein shall survive:
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.
This Agreement shall be governed by and construed under the laws of the State of California.
Any action arising under this Agreement shall be brought exclusively in the state or federal courts located in Los Angeles County, California.
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.
Electronic signatures, electronic records, and electronically transmitted copies shall have the same legal effect as original signatures and documents.
This Agreement and the Loan Documents constitute the entire agreement between the parties concerning the Credit Facility.
No amendment or modification shall be effective unless in writing and signed by both parties.
No waiver by Lender of any default shall constitute a waiver of any subsequent default.
If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.
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.
All notices required under this Agreement shall be delivered by:
to the addresses designated by the parties.
This Agreement may be executed in multiple counterparts, each of which shall constitute an original.
Section headings are for convenience only and shall not affect interpretation.
Time shall be of the essence with respect to all obligations under this Agreement.
BORROWER:
Legal Name: ______________________________
Entity Type: ______________________________
State of Formation: ______________________________
By: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________
GUARANTOR:
Name: ______________________________
Signature: ______________________________
Date: ______________________________
Additional Guarantor:
Signature: ______________________________
Date: ______________________________
CARE CASH GLOBAL
By: Gonzalo De Vertiz
Name: Gonzalo De Vertiz
Title: CEO
Signature: ______________________________
Date: ______________________________
Financial Institution: ______________________________
Account Name: ______________________________
Account Number: ______________________________
Routing Number: ______________________________
Authorized ACH Debit Account: ______________________________
Authorized ACH Credit Account: ______________________________
List of all guarantors and guaranty limits, if any.
Initial Advance Amount: ______________________________
Funding Date: ______________________________
Purpose of Funds: ______________________________
Transaction-specific disclosure required under applicable California commercial financing regulations.