04-B C-Tech Incentive Agmt - Laserfiche WebLink

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payment under the guaranty will be enforceable upon the occurrence of a default of the Company under this Agreement or under any of the loan documents described in this Section C. Additional notice of default or right to cure will not be granted to the Guarantor as a condition to enforcement of the Guaranty. 4. Key-Man Life Insurance upon Michael Meshbesher: By the Closing Date the Company shall have caused a "Key-Man Life Insurance Policy" (hereinafter called the "Policy") from an underwriter acceptable to it and to PEDC to have been written upon the life of Michael Meshbesher in the amount of $1,500,000.00, naming PEDC as both owner of the policy and Beneficiary. The Policy coverage shall be adjusted in amount during the term of this Agreement, from time to time, so that the insurance proceeds payable are never less than (a) the outstanding principal balance owing on the Note, plus (b) the appraised value at the time of the Land, as determined by the Lamar County appraisal District. All premiums for the insurance shall be paid by the Company. If during the Term of this Agreement, Michael Meshbesher shall cease to be CEO of the Company, then the Company shall cause the life of the succeeding CEO to be similarly insured for $1,500,000.00 (or the combined amount of (a) and (b) above, whichever is less), with the policy to be owned by PEDC and PEDC to be named as the Beneficiary. All original policies providing this Key-Man Coverage shall be delivered to and held by PEDC during the Term of this Agreement. Under the policy provisions, PEDC shall have the right to receive written notice from the underwriter of not less than sixty (60) days prior to the underwriter's cancellation of the insurance coverage, or to any lapse or other termination of the insurance policies. Upon the death of Michael Meshbesher, or of his successor, as CEO, the proceeds of the insurance policies shall be paid to PEDC, which insurance proceeds shall, in turn, be used by PEDC (a) to pay all sums of principal still owed to PEDC on the Note, and (b) to reimburse PEDC for the value of the Land within the Industrial Park contributed by it to the Company, (with such value to be determined by the then current appraisal of the Lamar County Appraisal District). At the end of the Term of this Agreement, PEDC agrees to assign any Key-Man Insurance Policies which PEDC still owns to the person or entity designated to PEDC by written instructions from the Company. If the Policy ever exceeds the values of(a) and (b) above at the time of death of the insured, the excess proceeds over (a) and (b) above shall be paid to the alternate beneficiary designated by agreement of PEDC and the Company in the Policy. 5. Security Agreements: The Company shall execute and deliver to PEDC one or more Security Agreements covering all of the Company's inventory, accounts receivable, other personal property, furniture, fixtures and equipment