all asset security agreement

RAI Sample Agreement – For Illustrative Purposes Only MASTER AGREEMENT TO PROVIDE CREDIT ENHANCEMENT AND ASSET CUSTODIAL SERVICES Contract Number:___00000000-00_____________. This Master Agreement (hereinafter “Agreement”) is entered into this _01_____Day of __March___2001, between Raymond Advisors, Inc., (“RAI”) located in Clairton, Pennsylvania and __________________John Q. Sample Corporation________________________________________ ___________________________________________________________________________ located in ___Anywhere _____________, USA (‘Client”). This Agreement is made for the purpose of engaging RAI to provide credit enhancement service(s), and to provide custodial services to the Client, with respect to certain properties and assets (“Assets”) to be pledged to Client as security, the details of which credit enhancement and Assets are to be set forth in term sheets and attached hereto as Schedule(s) (“Schedule(s) A1, B1, C1, D”). SERVICES TO BE PROVIDED BY RAI RAI is hereby appointed Custodian of the Assets pledged to Client by RAI and RAI is authorized to act on behalf of the Client with respect to the Assets for the purpose of the following: a) Provide for the transfer of Assets owned by RAI to Client to be held by Client for 36 months in accordance with terms as set forth in the term sheet attached hereto and as outlined in Schedule(s) A1,B1,C1,D. b) Holding Assets or other pledged Assets provided by RAI which are to become (the “Client Assets”) on behalf of the Client and acceptable to RAI as collateral. c) Provide Client with advisory services to assist in the application of bonding, licensing and warehouse lending contracts. d) Voting shares and receiving dividends or interest on securities held as collateral by custodian. 2.] AMOUNT & TERMS OF CREDIT The terms of each credit enhancement are herein contained in the attached Schedule(s). The exact amount of credits will be based upon considerations and the results of due diligence. The net Assets may be distributed at one time or partially with a forward commitment on sequential dates, as decided upon by RAI. TRANSFER OF ASSETS The contemplated Asset transfer will be funded according to the terms identified in one or more term sheets, which will be labeled as Schedule A1, individually numbered and signed by both parties, and, on signing, considered a part of and merged into this Master Agreement. The Client understands that by accepting pledged securities from RAI and under the terms of this Agreement, the Client gives RAI and/or its assigns the right, without requirement of notice to or consent of the Client, to assign, transfer, replace, repledge, hypothecate, rehypothecate, some or all of the securities then known as Client Assets pledged for credit enhancement but with the understanding that Client will and shall have use of the Assets for the term of this Master Agreement and the full value of the Assets whatever securities RAI may hold as custodian during the term of the Master Agreement. 4.] RETURN OF RAI ASSETS Client agrees to return to RAI at the end of the contract term the same number of shares of the same securities held by Client (as conditioned in the next sentence), as set out and defined in Schedule(s) A1 attached hereto, upon the Client satisfying in full all outstanding fee balances, including renewal fees and monthly administration fees. Said Assets shall reflect any and all stock splits, conversions, exchanges, mergers, or other distributions. 3.] 1.] RAI Sample Agreement – For Illustrative Purposes Only Page 1 of 9 RAI Sample Agreement – For Illustrative Purposes Only MASTER AGREEMENT TO PROVIDE CREDIT ENHANCEMENT AND ASSET CUSTODIAL SERVICES 5.] REGISTRATION AND SUBCUSTODIANS RAI may place the Client Assets (I) with any domestic or foreign depository or clearing corporation, broker-dealer, bank or system that provides handling, clearing or safekeeping services; (ii) with the issuer of a security in non-certificate form; (iii) with any domestic or foreign bank or depository as subcustodian; and RAI will pay the fees and expenses of the foregoing entities. 6.] CLIENT REPRESENTATION & WARRANTIES Client agrees to provide information necessary to the contemplated transactions in a timely, complete, and accurate manner. The Client further represents and warrants that entering into this Master Agreement will not violate any mortgages, indentures, by-laws, pledges or any other contract that may prohibit this transaction from being perfected. Client further warrants that all statements and associated documentation provided in connection with the application for credit enhancement services are true and complete and do not omit any facts or information material to the evaluation of the credit request, and that pledged Assets will not be liquidated, sold, pledged or used in a transaction that would prohibit the unwinding of the Master Agreement in the event of Client default or reaching the term of the Master Agreement, and that the Assets will not be conveyed or sold to purchase margin stock per Regulation U of the Federal Reserve Board of Governors of the United States. 7.] INDEMNITY RAI makes no warranties regarding RAI’s ability to provide bonding services, financing, lender services or act as a funder for or on behalf of Client. This Master Agreement does not provide for or induce a commitment whatsoever to Client that a lending institution or insurance company will guarantee loans, warehouse lines of credit or bond products to Client. Final terms of each Asset transfer shall be set forth in separate term sheets to be attached hereto as Schedule(s). Neither party is bound to any one Asset transfer until both parties have (I) executed both the Master Agreement and the Schedules for that Transfer; (ii) the Client has delivered acceptable due-diligence materials as requested by RAI; (iii) Client has tendered the appropriate application fee and first months service fee (iv) RAI has executed the transfer of Assets to Client upon receipt of items (I) to (iii). PENNSYLVANIA LAW TO APPLY This Agreement shall be construed under and in accordance with the laws of the Commonwealth of Pennsylvania, and all obligations of the parties hereunder shall be deemed to have been performed in Pittsburgh, Pennsylvania, Allegheny County. PARTIES BOUND This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise expressly provided herein. 10.] 11.] TIME IS OF THE ESSENCE Time is of the essence in this Agreement. 9.] 8.] FURTHER ACTS In addition to the acts contemplated herein, the parties hereto agree to perform or cause to be performed, any and all such further acts as may be reasonably necessary to consummate the transaction contemplated hereby. RAI Sample Agreement – For Illustrative Purposes Only Page 2 of 9 RAI Sample Agreement – For Illustrative Purposes Only MASTER AGREEMENT TO PROVIDE CREDIT ENHANCEMENT AND ASSET CUSTODIAL SERVICES 12.] ARBITRATION, AGREEMENT PROHIBITING SUIT The parties to this Agreement, and their respective employees, officers, principals, directors, attorneys and agents hereby agree to submit to arbitration any claims, disputes and controversies between them relating to this Agreement. It is further agreed that such arbitration shall proceed in Pittsburgh, Pennsylvania, and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Arbitration shall be before a single neutral arbitrator who shall be an attorney who has practiced in the area of commercial law for at least ten years or a retired judge at the District court or Appellate court level, selected in accordance with the rules of the Commercial Rules of the AAA and shall proceed under the Expedited Procedures of these rules. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s fees and administrative fees of arbitration. 13.] GENERAL a) This Agreement constitutes the sole agreement of the parties hereto and supersedes any prior understanding or written or oral agreements between the parties respecting subject matter. This Agreement may be amended only by a mutual agreement of the parties in writing specifically referencing this Agreement. This Agreement may be terminated by RAI by reason of default or in the event the Client has misrepresented its condition as is set forth in this Agreement. This Agreement shall expire Thirty-Six (36) Calendar months from the date of execution. This Agreement is renewable in which case all provisions of the original agreement shall survive. Signed copies of this Agreement and other related documents may be transmitted by facsimile and, on receipt, shall be treated as originals and legally binding. There are no other representations, warranties, collateral agreements or conditions, which affect this Agreement other than as expressed herein and in the attached schedules. b) c) d) 14.] NOTICE BY THE PARTIES a) Any notice to be given hereunder by either party may be effected verbally or in writing and, if verbal, confirmed in writing within twenty-four hours by facsimile or by overnight mail. Any tender, delivery, or notice made by facsimile shall be deemed received as of transmission; and any tender, delivery or notice made by mail shall be received as of mailing. The Client’s official address and telephone number and facsimile number for notifications regarding this Agreement and related transactions are; Address _________________________________ Anywhere, USA ___________________________ Telephone _______________________________ Facsimile ________________________________ b) c) RAI Sample Agreement – For Illustrative Purposes Only Page 3 of 9 RAI Sample Agreement – For Illustrative Purposes Only MASTER AGREEMENT TO PROVIDE CREDIT ENHANCEMENT AND ASSET CUSTODIAL SERVICES d) RAI’s official address and telephone and facsimile numbers for notifications, payments regarding this Agreement and related transactions are; Raymond Advisors, Inc. 430 Halcomb Avenue Clairton, Pennsylvania 15025 Tel: 412-233-5528 Fax: 412-233-4565 IN WITNESS WHEREOF, the parties hereto have caused this Master Agreement to be executed, as of the day and year first above written. For: Raymond Advisors, Inc. ___________________________________ Duly Authorized Agent For Client:___ John Q. Sample Corporation__ ______________________________________ Duly Authorized Officer RAI Sample Agreement – For Illustrative Purposes Only Page 4 of 9 RAI Sample Agreement – For Illustrative Purposes Only Schedule A-1 ASSET DESCRIPTION AND PLEDGE TERMS This Schedule A-1 (Contract Number:__________________), dated_________2001, is executed in connection with integral with and related to the Master Agreement to provide Credit Enhancement and Asset Custodial Services entered into by and between Raymond Advisors, Inc., and _________________________________on this _________day of ____________2001 and the related Schedules B-1,C-1,D of the same date herein. 1. Property Description: Estimated Value: Anticipated Pledge Amount: Accrual Factor Fee Rate: Term: Amortization: Prepayment Penalty: Margin Requirement: Non-Callable: Non-Recourse: Renewable: #______________Shares of Securities held by Hilliard Lyons PNC Bank brokerage account held for the benefit of Raymond Advisors, Inc. $_______.00 per Share, Current price as of ; _______/________/_______. $____________.00 Dollar Value on closing in part or in whole. $___________.00 X f;_________per thousand = $____________ per month fee. 36 months, starting from the date on which pledged Assets are delivered. None 3 year (36 month) lockout, no prepayment discount before maturity. None available on Assets pledged. Advisor cannot call Assets before maturity unless a default exists. Recourse to Corporation, recourse against Assets only, except under default. The pledge of Assets will renew at the Client’s request for an additional term or terms, on the maturity date or dates, within RAI’s prevailing conditions and terms for credit enhancement at the time of renewal. On the renewal of any Master Agreement there will be a renewal fee Of 0.25% calculated as a percentage of the original Asset value. RAI reserves the right to adjust, add, subtract and replace Assets to guarantee Client at all times the value of the Anticipated Pledge Amount as set forth in number 3. above. RAI may find it necessary to adjust the amount of pledged Assets concurrent with market conditions to insure the market capitalization meets the contract value. Upon receipt of $250.00 application fee, 1st months payment and establishment of PNC brokerage account upon signed contract. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Asset Pledged: 13. Closing: For: Raymond Advisors, Inc. For Client: ___________________________________ By: _________________________________________ Page 5 of 9 By:__________________________________ RAI Sample Agreement – For Illustrative Purposes Only RAI Sample Agreement – For Illustrative Purposes Only Duly Authorized Agent Duly Authorized Officer Schedule B-1 DETAILED ASSET COLLATERAL LISTING ASSIGNMENT AFFIDAVIT This Schedule B-1 (Contract Number:__________________), dated_________2001, is executed in connection with integral with and related to the Master Agreement to provide Credit Enhancement and Asset Custodial Services entered into by and between Raymond Advisors, Inc., and _________________________________on this _________day of ____________2001 and the related Schedules A-1,C-1,D of the same date herein. List of Securities to be submitted as Pledged Assets to the Client under this contract number: Company _______________ Assets owned by RAI; HELD BY HILLIARD LYONS ACCOUNT #69951995 734,000 Common Shares $35.00 per share $25,000,000 Number of Shares _______________ Current Price _______________ Current Value _______________ %Pledged to Client ACCOUNT # 00000000 14,286 Common Shares $35.00 per share $ 500,000 % of overall portfolio = 0.0194632 PLEDGED TO CLIENT ASSIGNMENT OF ASSETS; WITNESSETH: WHEREAS, on the above date the parties have agreed it is necessary to transfer certain Assets into the Corporation (Client); ____________________________________ in order to further capitalize the Corporation (Client); and WHEREAS, RAI is desirous of transferring to the Corporation certain Assets as listed herein (“%Pledged to Client”) from RAI’s portfolio currently held by Hilliard Lyons, PNC Bank, RAI’s brokerage account. (“the Account”), and Corporation is desirous of acquiring said Assets through a stock exchange. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein entered into, it is agreed as follows: 1.] 2.] 3.] RAI does hereby transfer and assign the percentage of Assets listed above to the Corporation. In consideration for said transfer, the Corporation issues to RAI (__________) Shares of the Corporations _______________ Stock, par value $___________per share. RAI agrees and consents to Corporation holding a proxy statement against all shares issued to RAI and RAI shall have no right to vote, cancel sell, convey or dispose of Corporations shares, and shall return said shares to Corporation in 3 years or 36 months from the date of this Agreement. Raymond Advisors, Inc. For Client: ___________________________________ By: _________________________________________ Page 6 of 9 For: By:__________________________________ RAI Sample Agreement – For Illustrative Purposes Only RAI Sample Agreement – For Illustrative Purposes Only Duly Authorized Agent Duly Authorized Officer Schedule C-1 ASSET PLEDGE AGREEMENT PLEDGE OF SHARES OF STOCK This Schedule C-1 (Contract Number:__________________), dated_________2001, is executed in connection with integral with and related to the Master Agreement to provide Credit Enhancement and Asset Custodial Services entered into by and between Raymond Advisors, Inc., and _________________________________on this _________day of ____________2001 and the related Schedules A-1,B-1,D of the same date herein. FOR VALUE RECEIVED, the undersigned hereby deposits and pledges with ________________________________________ (“Client”) as collateral security to secure the payment of the purchase of: The Corporations ______________ Stock, par value $__________ in exchange for Assets as pledged and outlined in Schedule B-1. The following shares of stock, as described in Schedule B-1, it is understood and agreed: 1.] Pledgeor may assign, transfer or replace the type of securities pledged hereunder but shall at all times maintain the aggregate balance as required in Schedule A-1 and as set forth in the Master Agreement. 2.] In the event there shall be a stock split, dividend or further issue of stock from the Asset pledged, Pledgeor reserves the right to adjust the pledge accordingly so as not to exceed the capitalized amount as set forth in the Master Agreement and its attached schedules. 3.] That during the pendency of this pledge agreement, the undersigned RAI shall have full rights to vote said shares pledged and shall be entitled to all dividend income. 4.] That during the pendency of this agreement, the Pledgeor and Pledgee shall not issue any proxy or assignment of rights of pledged shares. 5.] The undersigned Pledgeor warrants and represents it has good title to the shares being pledged, they are free from other liens and encumbrances, and the undersigned has full authority to transfer said Assets as collateral security. 6.] In the event of default of payment(s) by Client or breach of this pledge agreement or any agreements entered into by and between RAI and Client, the Pledgeor shall have the full rights to foreclose on the pledged Assets and exercise its rights as a secured party pursuant to Article 9 of the Uniform Commercial Code; said rights being cumulative with any other rights the Pledgeor may have against the undersigned including the acceleration of the Relinquishment Letter to reclaim Assets. For: Raymond Advisors, Inc. “Pledgeor” For Client: ___________________________________ “Pledgee” By: _________________________________________ Duly Authorized Officer By:__________________________________ Duly Authorized Agent RAI Sample Agreement – For Illustrative Purposes Only Page 7 of 9 RAI Sample Agreement – For Illustrative Purposes Only Schedule D-1 DISCLOSURE ACKNOWLEDGEMENT AND BROKER / BANK INDEMNIFICATION This Schedule D (Contract Number:__________________), dated_________2001, is executed in connection with integral with and related to the Master Agreement to provide Credit Enhancement and Asset Custodial Services entered into by and between Raymond Advisors, Inc., and _________________________________on this _________day of ____________2001 and the related Schedule A-1,B-1,C-1 of the same date herein. In connection with all executed pledge agreements, stock exchanges, and credit enhancement products covered by the Agreement, the Client agrees to, understands and acknowledges that: 1. TAX ADVICE RAI is not, and does not represent itself to be, a tax advisor, attorney or accountant. All tax information, contained in RAI marketing materials that the Client has received and in all verbal and written communications to the Client, is of a general nature and may or may not apply to the Client’s specific situation. RAI has recommended that the Client consult professional tax advisors to determine the tax implications for the Client’s individual situation of using credit enhancements provided by or arranged for by RAI under the terms of the Agreement before proceeding. 2. BANKING REGULATIONS The Client has been advised by RAI that the Federal Reserve Board of Governors of the United States (“FRB”) has regulations governing U.S. residents and their use of personal equity shares as collateral to borrow money. The Client is aware that FRB Regulation X governs a borrower’s conduct with regard to such a loan, and that it specifically limits a borrower’s options with regard to the use of loan proceeds. 3. PLEDGE OF SECURITIES In exchange for the extension of credit enhancement services and the pledging of securities to the Client, the Client authorizes RAI to hold or place the Client’s securities a) with any domestic or foreign depository or clearing corporation system that provides handling, clearing or safekeeping services; b) with the issuer of a security in non-certificate form; or with any domestic or foreign bank or depository as subcustodian. The Client understands that by accepting the transferring of the securities by RAI, and using the securities as collateral and under the terms of the Agreement, the Client gives RAI the right, without prior written notice to the Client, to transfer, pledge, repledge, hypothecate, rehypothecate, lend, short sell, and/or sell outright some or all of the securities during the period covered by the Agreement. Client understands that RAI will at all times maintain the account to the value stipulated in the Agreement and the Client understands that RAI has the right to receive and retain the benefits from any such transactions and that the Client is not entitled to these benefits during the term of the Agreement. Upon completion of the term of the Agreement, RAI and Client have the obligation to return to the Client and from the Client receive the same number of shares of the same securities as listed in Schedule B-1unless RAI has exchanged the securities for some other type in which case Client shall surrender nonetheless, 4. BROKER /BANK INDEMNIFICATION The Client understands that all agreements related to the contemplated transactions are solely by and between RAI and the Client, and that when a brokerage firm or a bank is used as a facility for collateral or asset delivery to RAI or the Client, the facilitating firm (the “Broker/Bank”) is providing only a securities transfer service to Client and RAI. By providing this service, the Broker/Bank does not warrant, either explicitly or implicitly, that the Broker/Bank is privy to or engaged as a related party in any part of the Client’s contractual relationship with RAI, either now or in the future. The Client has been advised that RAI is not affiliated with any Broker/Bank and that the responsibility of the Broker/Bank with regard to any transaction with RAI ends with proper execution of RAI’s delivery instructions or, if applicable, the receiving of proceeds from RAI into RAI’s account with the Broker/Bank. The Client agrees to hold the Broker/Bank harmless with regard to the performance of RAI in any aspect of the transaction. The Client agrees that this paragraph may be used as an estopple by any Broker/Banker relating to the subject transaction. For: Client;____________________________________ Read, Understood and Agreed; Date______________________ By: ( Client)___________________________________ Authorized Officer RAI Sample Agreement – For Illustrative Purposes Only Page 8 of 9 RAI Sample Agreement – For Illustrative Purposes Only TERM DEFINITIONS AND SECURITY AGREEMENT PAYMENT - In return for the use of these Assets, you will pay us the Total of Payments for 36 months, in monthly payments stated on the Master Agreement. The payments are comprised of Service Charges and Custodial Services. You may pay more at any time in increments equal to one month’s payment. You will pay us at our business address as stated in the Master Agreement or other address given to you. If more than one Client is named in the Master Agreement, we may enforce this Agreement against all, or any, Client, but not in a combined amount greater than the amount owed. DATE ON WHICH CONTRACT BEGINS - Custodial Services begin on the date of Asset disbursement. If this Agreement is done by mail, the date on which the payments begin is postponed by the number of days from the date of this Agreement to the date of disbursement. Payment due dates and effective date of any optional service purchased are also postponed. PREPAYMENT - If you fully pay before final payment due date, the Assets will remain in your custody for the remainder of the contract term with no further fees due. DEFAULT - The Term shall mean the failure of Client to meet all financial obligations due to Raymond Advisors, Inc., as set forth in the Master Agreement, or the failure to provide requested information, disclosure, or false and misleading statements on the application or Master Agreement. In the event of a default, Client shall receive a Ten (10) Day Right To Cure. If no cure shall occur, default will authorize us to foreclose on the pledged Assets, and all arrearages will become due and collection enforceable against any monies owing us at that time. Client agrees to a Confession of Judgment in favor of Raymond Advisors, Inc. to collect on all unpaid sums due from Client for the term of the Contract and Master Agreement. MATURITY - After the final payment due date, Client may cancel the Master Agreement or renew at current rates which shall be determined by market conditions and Clients previous payment history. SECURITY - You agree to give us security interest in the Assets pledged on your behalf, which will secure all indebtedness, including future renewals under the Master Agreement. LATE CHARGE - If you don’t pay any payment in 10 days after it’s due, you will also pay 1 ½% per month on the amount overdue. BAD CHECK CHARGE - We will charge you a fee of $25.00 if any payment check is returned because of insufficient funds or is otherwise dishonored. You agree that we may add this charge as a separate item. FAILURE TO PAY - If you don’t pay any payment on time or fail to pay entirely, (a) this is an event of default and all your payments may become due at once and without notifying you before bringing suit, we may sue for the total amount you owe and retract all pledged Assets, and (b) you will also pay our reasonable attorney fees, if the attorney is not our salaried employee, for legal proceedings to collect the fees earned or realize on security. EXCHANGE OF INFORMATION - Raymond Advisors, Inc., will not share information received during the course of our relationship with any third party except for the following; Credit Reporting Agencies, Dun & Bradstreet and any institution or government authority that requires by law disclosure of transactions of this nature. If you fail to fulfill the terms of your obligation, a negative report reflecting on your credit record and business record may be submitted to a Credit Reporting Agency. You agree that the Department of Motor Vehicles (or your state’s equivalent of such department) may release your residence address to us, should it become necessary to locate you. You agree that our supervisory personnel may listen to telephone calls between you and our representatives in order to evaluate the quality of our service. ALTERNATIVE DISPUTE RESOLUTION AND OTHER RIDERS - The terms of the Arbitration Agreement and any other Riders signed as part if this Contract are incorporated into this Agreement by reference. RAI Sample Agreement – For Illustrative Purposes Only Page 9 of 9