Exhibit 10.95
GUARANTOR SECURITY AGREEMENT
This Guarantor Security Agreement, dated as of January 20, 2022 (“Agreement”), is made by and between Precision Affiliated Holdings LLC, a Delaware limited liability company (the “Guarantor”), and Fifth Third Bank, National Association (“Lender”).
Pursuant to a Credit and Security Agreement of even date herewith (as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”), Lender may extend credit accommodations to Precision Industries, Inc., a Pennsylvania corporation (the “Borrower”).
As a condition to extending credit to the Borrower, Lender has required the execution and delivery of the Guarantor’s Guaranty of even date herewith, guaranteeing the payment and performance of all obligations of the Borrower arising under or pursuant to the Credit Agreement (the “Guaranty”).
As a further condition to extending credit to the Borrower under the Credit Agreement, Lender has required the execution and delivery of this Agreement by the Guarantor.
In consideration of the mutual covenants contained in the Credit Agreement, the Guaranty and herein, the parties hereby agree as follows:
“Collateral” means, whether now owned or existing or hereafter acquired or arising or in which the Guarantor now has or hereafter acquires any rights, all of the Guarantor’s Accounts, chattel paper, deposit accounts, documents, Equipment, General Intangibles, goods, instruments, Inventory, Investment Property, letter-of-credit rights, letters of credit, all sums on deposit in any Collection Account, and any items in any Lockbox; together with (i) all substitutions and replacements for and products of any of the foregoing; (ii) in the case of all goods, all accessions; (iii) all accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any goods; (iv) all warehouse receipts, bills of lading and other documents of title now or hereafter covering such goods; (v) all collateral subject to the Lien of Lender; (vi) any money, or other assets of the Guarantor that now or hereafter come into the possession, custody, or control of Lender; and (vii) proceeds of any and all of the foregoing.
“Event of Default” has the meaning given in Section 6.
“Intellectual Property Rights” means all actual or prospective rights arising in connection with any intellectual property or other proprietary rights, including all rights arising in connection with copyrights, patents, service marks, trade dress, trade secrets, trademarks, trade names or mask works.
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“Permitted Liens” means (i) the Security Interest, (ii) covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Guarantor’s business or operations as presently conducted, (iii) Liens in existence on the date hereof and described on Exhibit C hereto, (iv) Liens or security interests in favor of Lender, (v) Liens specifically permitted by Lender in writing, (vi) involuntary Liens securing amounts less than $250,000 and which are released or for which a bond acceptable to Lender, in its sole discretion, has been posted within ten (10) days of its creation, (vii) Liens for taxes, assessments and other government charges or levies not yet due and payable or which are being contested in good faith and by appropriate proceedings and for which the Guarantor has maintained adequate reserves in accordance with GAAP, (viii) Liens of collecting banks under the UCC on items in the course of collection, statutory Liens and rights of set-off of banks, (ix) pledges and deposits in the ordinary course of business securing insurance premiums or reimbursement obligations or indemnification obligations under insurance policies or self-insurance arrangements, in each case payable to insurance carriers that provide insurance to the Guarantor or any or any Subsidiary of the Guarantor, and (x) Liens on cash and cash equivalents on deposit with Lender and Affiliates of Lender securing obligations owing to such Persons under any treasury, depository, overdraft or other cash management services agreements or arrangements with the Guarantor or any Subsidiary of Guarantor.
“Security Interest” has the meaning given in Section 2.
“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Illinois.
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[Signature page to follow]
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The parties hereto have executed this Agreement as of the date and year first above written.
FIFTH THIRD BANK, NATIONAL ASSOCIATION
By: Name: Jeffrey Seiden Title: Senior Vice President
Address: 6111 N. River Road Rosemont, IL 60018 Attention: Mr. Richard Sitz
| Precision Affiliated Holdings LLC, a Delaware limited liability company
By: Name: Title:
Address:
c/o Live Ventures Incorporated 325 E. Warm Springs Rd., #102 Las Vegas, NV 89119 Attention: Eric Althofer |
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EXHIBIT A
LOCATION OF COLLATERAL
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EXHIBIT B
LEGAL DESCRIPTION
None.
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EXHIBIT C
PERMITTED LIENS
None.
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