ASSIGNMENT OF DEPOSIT ACCOUNT
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PRINCIPAL LOAN DATE MATURITY LOAN NO CALL/COLL ACCOUNT OFFICER INITIALS
$800,000.00 05-03-2007 05-02-2008 422 086
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References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing "- - - " has been omitted due to text length limitations.
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GRANTOR: AMERICAN CONSUMERS. INC. DBA SHOP RITE LENDER: GATEWAY BANK & TRUST
00 XXXXXX XXX XXXX
XXXXXXXXX, XX 00000 0000 XXXXXXX XXX
XXXXXXXX, XX 00000
(000) 000-0000
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THIS ASSIGNMENT OF DEPOSIT ACCOUNT dated May 3, 2007, is made and executed
between AMERICAN CONSUMERS, INC. DBA SHOP RITE ("Grantor") and GATEWAY BANK &
TRUST ("Lender").
ASSIGNMENT. For valuable consideration, Grantor assigns and grants to Lender a
security interest in the Collateral, including without limitation the deposit
accounts described below, to secure the Indebtedness and agrees that Lender
shall have the rights stated in this Agreement with respect to the Collateral,
in addition to all other rights which Lender may have by law.
COLLATERAL DESCRIPTION. The word "Collateral" means the following described
deposit account ("Account"):
CD#28-6873622 WITH THE APPROXIMATE BALANCE OF $312,161.01 HELD AT
NORTHWEST GEORGIA BANK
together with (A) all interest, whether now accrued or hereafter accruing; (B)
all additional deposits hereafter made to the Account; (C) any and all proceeds
from the Account; and (D) all renewals, replacements and substitutions for any
of the foregoing.
CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all
obligations, debts and liabilities, plus interest thereon, of Grantor to Lender,
or any one or more of them, as well as all claims by Lender against Grantor or
any one or more of them, whether now existing or hereafter arising, whether
related or unrelated to the purpose of the Note, whether voluntary or otherwise,
whether due or not due, direct or indirect, determined or undetermined, absolute
or contingent, liquidated or unliquidated, whether Grantor may be liable
individually or jointly with others, whether obligated as guarantor, surety,
accommodation party or otherwise, and whether recovery upon such amounts may be
or hereafter may become barred by any statute of limitations, and whether the
obligation to repay such amounts may be or hereafter may become otherwise
unenforceable.
RIGHT OF SETOFF. To the extent permitted by applicable law. Lender reserves a
right of setoff in all Grantor's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Grantor holds
jointly with someone else and all accounts Grantor may open in the future.
However, this does not include any IRA or Xxxxx accounts, or any trust accounts
for which setoff would be prohibited by law. Grantor authorizes Xxxxxx, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts, and, at Xxxxxx's option, to
administratively freeze all such accounts to allow Lender to protect Xxxxxx's
charge and setoff rights provided in this paragraph.
XXXXXXX'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With
respect to the Collateral, Grantor represents and promises to Lender that:
Ownership. Grantor is the lawful owner of the Collateral free and
clear of all loans, liens, encumbrances, and claims except as disclosed to
and accepted by Xxxxxx in writing.
Right to Grant Security Interest. Grantor has the full right, power,
and authority to enter into this Agreement and to assign the Collateral to
Lender.
No Prior Assignment. Grantor has not previously granted a security
interest in the Collateral to any other creditor.
No Further Transfer. Grantor shall not sell, assign, encumber, or
otherwise dispose of any of Grantor's rights in the Collateral except as
provided in this Agreement.
No Defaults. There are no defaults relating to the Collateral, and
there are no offsets or counterclaims to the same. Grantor will strictly
and promptly do everything required of Grantor under the terms, conditions,
promises, and agreements contained in or relating to the Collateral.
Notice to Third Party Issuer. With regard to any certificates of
deposit or similar Collateral for which Xxxxxx is not the issuer, Xxxxxxx
agrees to notify the issuer or obligor of the interests hereby granted to
Lender and to obtain from such issuer or obligor (a) acknowledgment of the
interests in favor of Xxxxxx, and (b) the issuer's or obligor's agreement
to waive in favor of Lender any and all rights of set-off or similar rights
or remedies to which issuer or obligor may be entitled. Xxxxxxx further
agrees, in connection therewith, to execute and cause the issuer or obligor
to execute any and all acknowledgments, waivers and other agreements in
such form and upon such terms as Lender may request.
Proceeds. Any and all replacement or renewal certificates,
instruments, or other benefits or proceeds related to the Collateral that
are received by Grantor shall be held by Grantor in trust for Lender and
immediately shall be delivered by Grantor to Lender to be held as part of
the Collateral.
Validity; Binding Effect. This Agreement is binding upon Grantor and
Xxxxxxx's successors and assigns and is legally enforceable in accordance
with its terms.
Financing Statements, Grantor authorizes Lender to file a UCC
financing statement, or alternatively, a copy of this Agreement to perfect
Lender's security interest. At Xxxxxx's request, Xxxxxxx additionally
agrees to sign all other documents that are necessary to perfect, protect,
end continue Xxxxxx's security interest in the Property. Grantor will pay
all filing fees, title transfer fees, and other fees and costs involved
unless prohibited by law or unless Lender is required by law to pay such
fees and costs. Grantor irrevocably appoints Xxxxxx to execute documents
necessary to transfer title if there is a default. Lender may file a copy
of this Agreement as a financing statement. If Grantor changes Grantor's
name or address, or the name or address of any person granting a security
interest under this Agreement changes, Grantor will promptly notify the
Lender of such change.
XXXXXX'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. While this
Agreement is in effect. Lender may retain the rights to possession of the
Collateral, together with any and all evidence of the Collateral, such as
certificates or passbooks. Lender may notify the institution which issued the
Collateral of this Agreement. Grantor agrees that such institution will not pay
any amount on the Collateral, other than to Lender, so long as this Agreement is
in effect. This Agreement will remain in effect until (a) there no longer is any
Indebtedness owing to Lender; (b) all other obligations secured by this
Agreement have been fulfilled; and (c) Grantor, in writing, has requested from
Lender a release of this Agreement.
XXXXXX'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Xxxxxx's interest in the Collateral or if Grantor fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Grantor's failure to discharge or pay when due any amounts
Grantor is required to discharge or pay under this Agreement or any Related
Documents, Lender on Grantor's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on the Collateral and paying all
costs for insuring, maintaining and preserving the Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become a part
of the Indebtedness and, at Xxxxxx's option, will
