If Lender terminates this Agreement upon or after the occurrence of an Event of Default, Customer shall pay Lender forthwith, in full, all Obligations, subject to the provisions hereof and the Security Agreement. This Agreement contains the entire agreement of the parties as to the subject matter hereof, all prior commitments, proposals and negotiations concerning the subject matter hereof being merged herein.
Neither this Agreement nor any provision hereof shall be amended, modified or discharged, orally or by course of conduct, but only by a written agreement signed by an authorized officer of Lender.
Unless otherwise noted, benefits are only available to regular full-time employees who have completed 90-days of service.Transamerican Autoparts realizes the importance of creating a balance between work and personal life.To work at the highest ability, employees need to take time away from their job for rest, recreation, and important personal matters.Customer hereby expressly acknowledges and agrees that the Security Interests granted pursuant to this Agreement, include, without limitation, a security interest in any and all proceeds (as defined in Section 9306 of the UCC) of the Merchandise and of the Collateral, respectively, or any part thereof. The Merchandise covered by this Agreement and in which a PMSI security interest is hereby granted and transferred to Lender is as follows (collectively, the "Merchandise"): All inventory, raw materials, work in process, finished goods and other product and materials of Customer, whether now owned or hereafter at any time acquired by Customer and wherever located (including, without limitation, such product provided from time to time by or on behalf of Secured Party to Customer), all tangible and intangible rights incorporated into or in connection with the foregoing, and including, without limitation, all now or hereinafter any additions, accessions, substitutions, replacements thereto, and any and all proceeds in connection with any of the foregoing. The Collateral covered by this Agreement and in which a security interest is hereby granted and transferred to Lender is as follows (collectively, the "Collateral"): All property and assets of Customer of every nature and kind whatsoever including, without limitation, all machinery, equipment and supplies, appliances, computers and related equipment, tools, tooling, furniture, furnishings, fixtures, goods, inventory, raw materials, work in process, finished goods and materials owned by Customer, accounts, accounts receivable, general intangibles, names, trademarks, service marks, intellectual property, chattel paper, documents, instruments (whether negotiable or non-negotiable), deposit accounts, investment property, securities, securities entitlements, money, contract rights and rights to payment of every kind; all of the foregoing, whether now owned or hereafter at any time acquired by Customer and wherever located, and includes all products, additions, accessions, replacements and substitutions for and of all such collateral; and all proceeds thereof.Without limiting the generality of the foregoing, Collateral includes Merchandise. Subject to the provisions hereof, all Obligations shall be immediately due and payable, without notice or demand, and any provisions of this Agreement as to extensions of credit by Lender shall terminate automatically, upon the termination of this Agreement or, at Lender’s option, upon or at any time after the occurrence or existence of any one or more of the following “Events of Default”: (a) Customer fails to pay when due any purchases on open accounts pursuant to the above-stated credit terms; (b) a breach of any representation, warranty, covenant or agreement made by Customer to Lender in this Agreement; (3) failure to provide Lender the required financial statements and/or other requested financial data upon demand; (d) any injunction or attachment which Lender reasonably believes may have a material adverse effect upon Customer’s business and/or the Collateral is obtained against Customer; (e) Customer ceases to exist or the usual business of Customer is suspended; or (f) Customer makes an assignment for the benefit of creditors; or an order, judgment or decree is entered adjudicating Customer bankrupt or insolvent; or any order for relief with respect to Customer is entered under the Federal Bankruptcy Code. If any Event of Default has occurred, (1) the Obligations due hereunder (including, without limitation, costs and expenses incurred in connection with the interpretation, enforcement and collection with respect to this Agreement) shall become immediately due and payable without any action on the part of Lender, and Customer shall immediately pay to Lender all amounts due and payable with respect to the Obligations, and (2) Lender shall also have any other rights which Lender may have been afforded under this Agreement with respect to any pledged Collateral.