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Title: |
Pledge Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
Preview shows 6KB of 18KB total |
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Price: |
$40 |
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ID: |
#1429902 |
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PLEDGE AGREEMENT
This Pledge Agreement (this "Agreement") is made and entered into as of October 5, 2001 by and between FRESH CHOICE, INC., a Delaware corporation ("Borrower") and MID-PENINSULA BANK, a California banking corporation, (Bank).
RECITALS
A. Concurrently herewith, Bank is making a revolving line of credit loan to Borrower in the principal amount of Two Million and No/100 Dollars ($2,000,000.00) (the "Loan"). The Loan is evidenced by a promissory note (the "Note") and certain other terms and conditions pertaining to the Loan are set forth in a revolving loan agreement of even date herewith (Loan Agreement).
B. On March 15, 2001, at Borrowers request, Bank issued a letter of credit in the amount of $650,000.00 in favor of United States Fire Insurance Company ($650,000.00 Letter of Credit). Bank has agreed to consider issuing additional letters of credit upon Borrowers request on terms and conditions satisfactory to Bank during the term of the Loan (the $650,000.00 Letter of Credit and such other letters of credit are hereinafter referred to as the Letters of Credit). In addition, from time to time during the term of the Loan, Bank may, on terms and conditions satisfactory to Bank, make certain other advances of credit to, or for the benefit of, Borrower (Credit Advances).
B. As a condition to Banks agreement to make the Loan to Borrower, to issue Letters of Credit and or make Credit Advances, Borrower has agreed to grant to Bank a security interest in all of its equipment and other assets.
C. This Agreement confirms and sets forth certain terms and conditions of such pledge.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:
1. Defined Terms.
(a) Capitalized terms in this Agreement shall have the meanings ascribed to them in the Loan Agreement unless a contrary intention clearly appears.
(b) As used in this Agreement, the following terms shall have the following meanings:
(i) "Collateral" shall mean all accounts, goods, fixtures, contract rights, general intangibles, inventory, equipment, documents, instruments, chattel paper, fixtures, investment property, money and deposit accounts, wherever located, all proceeds thereof (including insurance, general intangibles and accounts proceeds), together with all equipment and personal property used by Borrower in connection with the operation of its restaurants now existing and hereinafter existing during the term of the Note located in California. Notwithstanding any other provision of any of the Loan Documents, the grant of the security interest provided for herein shall not extend to, and the term Collateral shall not include, any property rights or licenses to the extent that the grant of a security interest therein, or an assignment thereof, would be contrary to applicable law or is prohibited by or would constitute a default under any agreement or document governing such property (but only to the extent that such prohibition is enforceable under applicable law).
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