Preview
COM62232
1 GURSTEL LAW FIRM, P.C.
Gurstel Law Firm P.C.’s California Debt Collection License: 10361-99.
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Christina Melhouse (SBN#201818)
3 Angie Hong Hoar (SBN# 212152)
3914 Murphy Canyon Rd., Ste. A125
4 San Diego, CA 92123
Telephone: (877) 344-4002
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Fax: (877) 750-6335
6 Email: cacommercial@gurstel.com
7 Attorneys for Plaintiff,
ODK Capital, LLC, a Utah limited liability company
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9 SUPERIOR COURT OF CALIFORNIA, COUNTY OF KERN
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METRO JUSTICE BUILDING - CIVIL DIVISION
11 ODK Capital, LLC, a Utah limited liability Case No.
12 company;
COMPLAINT FOR BREACH OF
13 Plaintiff, WRITTEN CONTRACT
v.
14 UNLIMITED CIVIL
15 P&P Logistic Inc, a corporation; Bikramjit Demand Amount: $40,711.44
Pannu, an individual; DOES 1 to 10
16 inclusive;
17 Defendant(s)
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GENERAL ALLEGATIONS
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1. Plaintiff is, and at all times herein mentioned was, a Utah limited liability
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company, qualified to do business in California.
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2. Prior to commencement of this action and pursuant to agreement between
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Celtic Bank and ODK Capital, LLC, the Business Loan and Security Agreement with
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accompanying supplement and all rights, title and interest thereunder to collect the outstanding
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Repayment Amount was assigned to ODK Capital, LLC who is now the lawful owner and
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holder thereof.
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3. Plaintiff is informed and believes and thereon alleges that Defendant(s) P&P
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Logistic Inc, a corporation, is and at all times herein mentioned was a corporation, and
Complaint for Breach of Written Contract Case No.:
1 Bikramjit Pannu, an individual, is and at all times herein mentioned was an individual.
2 4. This Court is the proper court to commence and try the above action because:
3 (a) The defendant is doing business in this Judicial District.
4 (b) The defendant lived here when the contact was entered into
5 (c) The defendant lives here now.
6 5. The true names and capacities of Defendants Does 1 through 10, whether
7 individual, corporate, associate or otherwise, are unknown to plaintiff at this time. Plaintiff
8 therefore sues said defendants under the fictitious names of Does 1 through 10 and will ask
9 leave of court to amend this complaint when their true names and capacities have been
10 ascertained. Plaintiff is informed and believes and thereon alleges that all of said fictitiously
11 named defendants are responsible in some manner for the acts complained of herein.
12 6. Plaintiff is informed and believes and thereon alleges that, at all times herein
13 mentioned, defendant(s), and each of them, were the agents, servants and employees of their
14 co-defendant(s), and in doing the things herein alleged, were acting within the purpose and
15 scope of said agency, service and employment and with the permission and consent of their
16 co-defendant(s).
17 FIRST CAUSE OF ACTION - BREACH OF CONTRACT
18 7. Plaintiff refers to and incorporates by reference paragraphs 1 through 6,
19 inclusive, as though fully set forth herein.
20 8. On or about October 28, 2022, Defendant(s) P&P Logistic Inc, a corporation,
21 Bikramjit Pannu, an individual, and DOES 1 to 10, executed a Business Loan and Security
22 Agreement with accompanying supplement (hereinafter “BLSA”) in favor of Celtic Bank
23 (“Celtic”), pursuant to which Celtic agreed to enter into said business loan with Defendant(s)
24 in exchange for the agreement to repay Celtic the sum set forth in said agreement (hereinafter
25 the “Repayment Amount”). A true and correct copy of the BLSA is attached hereto as Exhibit
26 “A”.
27 9. Contemporaneous with the execution of the BLSA, Guarantor Bikramjit Pannu
28 (the "Guarantor") executed a Personal Guaranty (hereinafter the "Guaranty"), in which
Complaint for Breach of Written Contract Case No.:
1 Guarantor personally, absolutely, and unconditionally guaranteed all Obligations (as defined
2 in the BLSA) of Defendant. The Guaranty is set forth in Paragraph 49 of the BLSA.
3 10. Subsequently, and in accordance with an agreement between Celtic and ODK
4 Capital, the BLSA and all rights, title and interest thereunder to collect the outstanding
5 Repayment Amount was assigned to ODK Capital, which is also named as loan servicer in the
6 BLSA. It is the business of ODK Capital to service loans and specifically, the loan made to
7 Defendant(s).
8 11. Pursuant to the BLSA, Defendant(s) agreed to pay the balance due with all
9 contractual interest, until ODK Capital was fully paid.
10 12. Thereafter, within the last four years, Defendant(s), and each of them, defaulted
11 under the terms of the written contract by failing to make payment thereunder and to which
12 Defendant(s) had agreed.
13 13. As a result of the non-payment of sums due, Defendant(s), and each of them,
14 breached the terms of the written contract. Plaintiff's assignor and Plaintiff have performed all
15 obligations required of it under the terms of the written contract.
16 14. As a result of the above-described breach of the terms of the written contract,
17 Plaintiff's assignor has been damaged in the sum of $40,711.44.
18 15. Pursuant to the written contract, Plaintiff also requests reasonable attorney fees
19 and collection costs (paragraph 24 of loan agreement(s)), as well as court costs. No part of
20 said sum has been paid, although demand has been made, and the balance sued remains due,
21 owing and unpaid.
22 / / /
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Complaint for Breach of Written Contract Case No.:
1 WHEREFORE, Plaintiff prays for judgment against Defendant(s) P&P Logistic Inc, a
2 corporation, Bikramjit Pannu, an individual, and DOES 1 to 10, as follows:
3 1. Damages in the sum of $40,711.44;
4 2. Attorney's fees and collection costs;
5 3. Costs of suit incurred herein;
6 4. For such other and further relief as the court may deem just and proper.
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8 Dated: March 12, 2024 GURSTEL LAW FIRM, P.C.
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_____________________
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Angie Hong Hoar
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Complaint for Breach of Written Contract Case No.:
Exhibit “A”
BUSINESS LOAN AND SECURITY
AGREEMENT SUPPLEMENT
This Business Loan and Security Agreement Supplement is part of (and incorporated by reference into) the Business Loan
and Security Agreement. Borrower should keep this important legal document for Borrower’s records.
YOUR LOAN DETAILS
Borrower: P&P LOGISTIC INC
Lender: Celtic Bank
Loan Amount: $50,000.00
Origination Fee: $1,250.00
(Deducted at time of disbursement)
Disbursement Amount: $48,750.00
(Loan Amount less Origination Fee)
Note that the Disbursement Amount may not be the
amount deposited to your Designated Checking
Account. The amount that will be deposited to your
Designated Checking Account will be reduced by any
amounts owed to Lender from a prior loan or used to
pay off an amount owed to a third party lender.
Weekly Payment Amount: (Business days only) $1,326.92
Number of Weekly Payments: (Business days only) 52
Payment Schedule: 52 payments of $1,326.92 due (i) in the case of loans with a Daily Payment
Amount, each Business day immediately following the date disbursement of
the Disbursement Amount is initiated by Lender , (ii) in the case of loans with
"Business day" means any Monday through Friday a Weekly Payment Amount, the same day each week as the day of the week
except for Federal Reserve holidays. disbursement of the Disbursement Amount is initiated by Lender (or the next
Business day if such day is not a Business day) beginning seven days after
the Disbursement Amount is initiated or (iii) in the case of loans with a Monthly
Payment Amount, the same day each month as the day of the month
disbursement of the Disbursement Amount is initiated by Lender (or the next
Business day if such day is not a Business day) beginning with the calendar
month after the Disbursement Amount is initiated, except if the disbursement
of the Disbursement Amount is initiated by Lender after the 26th of the month,
then the payment amount is due on the 26th of each month beginning with the
calendar month after the Disbursement Amount is initiated.
Total Interest Expense: $18,999.84
(Does not include any Fees)
Total Repayment Amount: $68,999.84
(Loan Amount plus Total Interest Expense)
PREPAYMENT, RENEWAL, AND OTHER FEES
Prepayment: A "Prepayment Interest Reduction Percentage" of 25% (with respect to unpaid
(See Section 10 of the Business Loan and interest remaining on this Loan) will be applied to the extent that the Borrower
prepays this Loan in whole in accordance with, and subject to, Section 10 of
Security Agreement for specific details) the Business Loan and Security Agreement. Note that 75% of remaining
unpaid interest will still be due upon Prepayment in whole. You should keep in
mind that partial prepayments will not reduce the Total Interest Expense.
Renewals: Remaining unpaid interest on this Loan will be eligible to be forgiven by Lender
if: (i) Borrower is current on its scheduled payments with respect to this Loan
and, (ii) while this Loan is outstanding, Borrower enters into a business loan
and security agreement for a new qualifying term loan with Lender, a portion
of the proceeds of which is used to repay this Loan in whole.
Other Fees: Returned Payment Fee: $25.00
Late Fee: $10.00 (maximum $50 within any 20 day period)
ODC App #: 5464334 Customer: P&P LOGISTIC INC V9
BUSINESS LOAN AND SECURITY
AGREEMENT SUPPLEMENT
If you have any questions, please call us at 1.888.828.5717 (we have support available Monday - Friday 8am - 8pm
EST and Saturdays 8:30am - 5:30pm EST) or email support@ondeck.com.
This tool is provided to help you understand and assess the cost of your small
business financing.
The calculations below involve certain key assumptions about this Loan, including that
the Loan is paid off in its entirety according to the agreed payment schedule and that
no repayments are missed.
Loan Disbursement Amount Repayment Amount Term
Amount (minus fees withheld) 1
$68,999.84 12 Months
$50,000.00 $48,750.00 (repaid Weekly)
METRIC METRIC CALCULATION METRIC EXPLANATION
Interest Expense: $18,999.84 This is the total amount that you will pay in
interest and other fees for the Loan.
Total Cost of Capital
Origination Fee: $1,250.00
$20,249.84 The amount does not include fees and other
Other Fees: $0.00 charges you can avoid, such as late payment
fees and returned payment fees.2
Total Cost of $20,249.84
Capital:
This is the cost of the Loan – including total
Annual Percentage Your Loan will have interest and other fees – expressed as a yearly
Weekly payments of: $1,326.92 rate. APR takes into account the amount and
Rate (APR) 3 timing of capital you receive, fees you pay, and
72.95% the periodic payments you make.
APR: 72.95% While APR can be used for comparison
purposes, it is not an interest rate and is not
used to calculate your interest expense.
This is the average monthly repayment
Repayment Amount: $68,999.84 amount of the Loan, which does not include
Average Monthly
fees and other charges you can avoid, such as
Payment Amount Expected Term (in late payment fees and returned payment
÷ 12 Months
$5,749.99 months): fees.2
The actual repayment frequency for the Loan
will be Weekly. This is an estimate for
Average Monthly comparison purposes only. If the actual
$5,749.99 payment frequency for the Loan is monthly,
Payment Amount:
the average monthly payment amount may
equal the actual monthly payment amount
displayed above.
Interest Expense: $18,999.84 This is the total amount of interest paid per
dollar borrowed. This amount is exclusive of
Cents on the Dollar Loan Amount: ÷ $50,000.00 fees.
(excluding fees)
38.0¢ Cents on the Dollar 38.0¢
(excluding fees):
Does prepayment of this Loan result in any new fees or No
charges? (see “Prepayment” above)
Prepayment Yes
Does prepayment of this Loan decrease the total
(see “Prepayment” above for the interest
interest owed? reduction amount)
ODC App #: 5464334 Customer: P&P LOGISTIC INC V9
BUSINESS LOAN AND SECURITY
AGREEMENT SUPPLEMENT
1 The Disbursement Amount is the amount of capital that a business receives and may be different from the Loan Amount. The Disbursement Amount
is net of fees withheld from the Loan Amount. A portion of the Disbursement Amount may be used to pay off any amounts owed from a prior loan or an
amount owed to a third party.
2Your business may incur other fees that are not a condition of borrowing, such as late payment fees, returned payment fees, or monthly maintenance
fees. Those fees are not reflected here. See the agreement for details on these fees (see “Other Fees” above).
3APR is calculated here according to the principles of 12 C.F.R. § 1026 (Regulation Z), using 12 payment periods of equal length and 12 payment dates
per year for monthly pay products, 52 payment periods of equal length and 52 payment dates per year for weekly pay products, and 252 payment dates
per year for daily pay products.
© 2020 Innovative Lending Platform Association. All rights reserved. Innovative Lending Platform Association is not responsible for any misuse of the
SMART Box® or any inaccuracies in the calculations or information included therein.
ODC App #: 5464334 Customer: P&P LOGISTIC INC V9
BUSINESS LOAN AND SECURITY
AGREEMENT SUPPLEMENT
CERTAIN DISCLOSURES
Loan Pricing Disclosure Lender uses a system of risk-based pricing to determine
interest charges and fees. Risk-based pricing is a system that
evaluates the risk factors of your application and adjusts the
interest rate up or down based on this risk evaluation.
Although Lender believes that its loan process provides
expedited turnaround time and efficient access to capital, this
loan may be a higher cost loan than loans that may be
available through other lenders.
Loan For The proceeds of the requested Loan may solely be used for
Specific Purposes Only the specific purposes as set forth in the Use of Proceeds
Certification of the Business Loan and Security Agreement. IN
ADDITION, THE LOAN WILL NOT BE USED FOR
PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.
Borrower understands that Borrower's agreement not to use
the Loan proceeds for personal, family or household purposes
means that certain important duties imposed upon entities
making loans for consumer/personal purposes, and certain
important rights conferred upon consumers, pursuant to
federal or state law will not apply to this transaction.
ODC App #: 5464334 Customer: P&P LOGISTIC INC V9
BUSINESS LOAN AND
SECURITY AGREEMENT
1. INTRODUCTION. This Business Loan and Security Agreement (together with the accompanying Business Loan and
Security Agreement Supplement and the accompanying Authorization Agreement for Direct Deposit (ACH Credit) and Direct
Payments (ACH Debits), this “Agreement”) governs your business loan (“Loan”) made by Celtic Bank and serviced by ODK
Capital, LLC or a subsidiary or affiliate thereof (“Servicer” or “OnDeck”). Please read it and keep it for your reference. In
this Agreement, the words “you,” “your” and “Borrower” mean the Borrower identified on the signature page of this Business
Loan and Security Agreement. Each guarantor identified on the signature page of this Business Loan and Security
Agreement shall be referred to individually as “Guarantor” and collectively as “Guarantors” in this Agreement. The words
“Lender”, “we”, “us”, and “our” mean Celtic Bank or its successor(s) and assign(s).
2. EFFECTIVE DATE. This Agreement begins on the date we accept this Agreement in Utah. Borrower understands and
agrees that Lender may postpone, without penalty, the disbursement of amounts to Borrower until all required security
interests have been perfected and Lender has received all required personal guarantees or other documentation.
3. AUTHORIZATION. Borrower agrees that the Loan made by Lender to Borrower shall be conclusively deemed to have
been authorized by Borrower and to have been made pursuant to a duly authorized request on its behalf.
4. LOAN FOR SPECIFIC PURPOSES ONLY. The proceeds of the requested Loan may solely be used for the specific
purposes as set forth in the Use of Proceeds Certification contained in Section 50 below, and not for any other
purposes. In addition, the Loan will not be used for personal, family or household purposes, and Borrower and
Guarantors are forever estopped from taking the position that such Loan (including Advances) are or were used
for such personal, family or household purposes. Borrower understands that Borrower’s agreement not to use the
Loan proceeds for personal, family or household purposes means that certain important duties imposed upon
entities making loans for personal, family or household purposes, and certain important rights conferred upon
such persons, pursuant to federal or state law will not apply to the Loan or the Agreement. Borrower also
understands that Lender will be unable to confirm whether the use of the Loan conforms to this section. Borrower
agrees that a breach by Borrower of the provisions of this section will not affect Lender’s right to (i) enforce
Borrower’s promise to pay for all amounts owed under this Agreement, regardless of the purpose for which the
Loan is in fact obtained or (ii) use any remedy legally available to Lender, even if that remedy would not have been
available had the Loan been made for personal, family or household purposes.
5. DISBURSEMENT OF LOAN PROCEEDS AND MAINTENANCE OF BORROWER’S BANK ACCOUNT. If Borrower
applied and was approved for a Loan, Borrower’s Loan will be disbursed upon approval as provided in the accompanying
Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits). Borrower agrees to maintain
Direct Payments (ACH Debits) in its operating account which is the account that was reviewed in conjunction with
underwriting and approval of this Loan (including keeping such account open until the Total Repayment Amount had been
completely repaid). Borrower agrees that the Loan made by Lender to Borrower may not be returned except at Lender’s
sole discretion.
6. PROMISE TO PAY. Borrower agrees to pay Lender the Total Repayment Amount shown in the accompanying Business
Loan and Security Agreement Supplement in accordance with the Payment Schedule shown in the accompanying Business
Loan and Security Agreement Supplement. Borrower agrees to enroll in Lender’s Automatic Payment Plan and authorizes
Lender to collect required payments as provided in the accompanying Authorization Agreement for Direct Deposit (ACH
Credit) and Direct Payments (ACH Debits). If required by Lender, Borrower further agrees and authorizes Lender or its
Servicer to collect required payments from a transfer account established pursuant to certain Transfer Account Loan
Documentation that will be provided by Lender in connection with this Business Loan and Security Agreement if applicable.
7. ALTERNATIVE PAYMENT METHODS. If Borrower knows that for any reason Lender will be unable to process a
payment under Lender’s Automatic Payment Plan, then Borrower must either restore sufficient funds such that the missed
payment can be collected as provided in the accompanying Authorization Agreement for Direct Deposit (ACH Credit) and
Direct Payments (ACH Debits), or promptly mail or deliver a check to Lender in the amount of the missed payment or, if
offered, make the missed payment by any pay-by-phone or on-line service that Lender may make available from time to
time. If Borrower elects to send payments on Borrower’s Account by postal mail, then Borrower agrees to send such
payments to our Servicer, OnDeck, 4700 W. Daybreak Pkwy., Suite 200, South Jordan, UT 84009, Attn: Director of
Operations. All alternative payments must be made in good funds by check, money order, wire transfer, automatic transfer
from an account at an institution offering such service, or other instrument in U.S. Dollars. Borrower understands and
agrees that payments made at any other address than as specified by Lender may result in a delay in processing and/or
ODC App #: 5464334 Customer: P&P LOGISTIC INC V9
BUSINESS LOAN AND
SECURITY AGREEMENT
crediting. If Borrower makes an alternative payment on Borrower’s Loan by mail or by any pay-by-phone or on-line service
that Lender makes available while Borrower is enrolled in the Automatic Payment Plan, Lender may treat such payment as
an additional payment and continue to process Borrower’s scheduled Automatic Payment Plan payments or may reduce
any scheduled Automatic Payment Plan payment by the amount of any such additional payment received.
8. APPLICATION OF PAYMENTS. Subject to applicable law, Lender reserves the right to allocate and apply payments
received on Borrower’s Loan between principal, interest and fees in any manner Lender chooses in Lender’s sole discretion
it being understood and agreed that any fees and interest will generally be paid during the earlier portion of the term.
9. POSTDATED CHECKS, RESTRICTED ENDORSEMENT CHECKS AND OTHER DISPUTED OR QUALIFIED
PAYMENTS. Lender can accept late, postdated or partial payments without losing any of Lender’s rights under this
Agreement (a postdated check is a check dated later than the day it was actually presented for payment). Lender is under
no obligation to hold a postdated check and Lender reserves the right to process every item presented as if dated the same
date received by Lender or Lender’s check processor unless Borrower gives Lender adequate notice and a reasonable
opportunity to act on it. Except where such notice and opportunity is given, Borrower may not hold Lender liable for
depositing any postdated check. Borrower agrees not to send Lender partial payments marked “paid in full,” “without
recourse,” or similar language. If Borrower sends such a payment, Lender may accept it without losing any of
Lender’s rights under this Agreement. All notices and written communications concerning postdated checks,
restricted endorsement checks (including any check or other payment instrument that indicates that the payment
constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full
satisfaction of a disputed amount) or any other disputed, nonconforming or qualified payments, must be mailed or
delivered to our Servicer, OnDeck, Customer Service, 4700 W. Daybreak Pkwy., Suite 200, South Jordan, UT 84009,
Attn: Director of Operations.
10. PREPAYMENT. Borrower may prepay Borrower’s Loan in whole on any Business day by paying Lender the sum total
of the Total Repayment Amount, any Returned Payment Fees, and any Late Fees, in each case as described in the
accompanying Business Loan and Security Agreement Supplement less (i) the amount of any Loan payments made prior
to such prepayment and (ii) the product of (x) the percentage identified as the applicable Prepayment Interest Reduction
Percentage in the accompanying Business Loan and Security Agreement Supplement; and (y) the aggregate amount of
unpaid interest remaining on the Borrower’s Loan as of such date as determined by Lender’s records in accordance with
Section 8. Borrower may prepay Borrower’s Loan in part on any Business day and such payment shall be applied against
the Total Repayment Amount, any Returned Payment Fees and any Late Fees, in each case as described in the
accompanying Business Loan and Security Agreement Supplement.
11. SECURITY INTEREST. Borrower hereby grants to Lender, the secured party hereunder, a continuing security interest
in and to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and
obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to
Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due,
now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the
parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument
they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and
refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and
expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor,
if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation
thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges
made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal
property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property,
including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and
commodity accounts, (e) instruments, including promissory notes (f) chattel paper, including tangible chattel paper and
electronic chattel paper, (g) documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables,
(j) deposit accounts, (k) commercial tort claims, (l) general intangibles, including payment intangibles and software and
(m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security
interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments,
accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all
records and data relating thereto. Lender disclaims any security interest in household goods in which Lender is forbidden
by law from taking a security interest.
ODC App #: 5464334 Customer: P&P LOGISTIC INC V9
BUSINESS LOAN AND
SECURITY AGREEMENT
12. PROTECTING THE SECURITY INTEREST. Borrower agrees that Lender and/or Lender’s Representative may file any
financing statement, lien entry form or other document Lender and/or Lender’s Representative requires in order to perfect,
amend or continue Lender’s security interest in the Collateral and Borrower agrees to cooperate with Lender and Lender’s
Representative as may be necessary to accomplish said filing and to do whatever Lender or Lender’s Representative deems
necessary to protect Lender’s security interest in the Collateral. Borrower and Guarantor each agree that, if any Guarantor
is a corporate entity, then Lender or Lender’s Representative may file any financing statement, lien entry form or other
document against such Guarantor or its property that Lender and/or Lender’s Representative requires in order to perfect,
amend or continue Lender’s security interest in the Collateral. Any such Guarantor agrees to cooperate with Lender and
Lender’s Representative as may be necessary to accomplish said filing and to do whatever Lender and Lender’s
Representative deems necessary to protect Lender’s security interest in the Collateral. In this Agreement, “Lender’s
Representative” means any entity or individual that is designated by Lender to serve in such capacity.
13. LOCATION OF COLLATERAL; TRANSACTIONS INVOLVING COLLATERAL. Unless Lender has agreed otherwise
in writing, Borrower agrees and warrants that (i) all Collateral (or records of the Collateral in the case of accounts, chattel
paper and general intangibles) shall be located at Borrower's address as shown in the application, (ii) except for inventory
sold or accounts collected in the ordinary course of Borrower's business, Borrower shall not sell, offer to sell, or otherwise
transfer or dispose of the Collateral, (iii) no one else has any interest in or claim against the Collateral that Borrower has
not already told Lender about, (iv) Borrower shall not pledge, mortgage, encumber or otherwise permit the Collateral to be
subject to any lien, security interest, encumbrance or charge, other than the security interest provided for in this Agreement
and (v) Borrower shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral for less than the fair market
value thereof. Borrower shall defend Lender’s rights in the Collateral against the claims and demands of all other persons.
All proceeds from any unauthorized disposition of the Collateral shall be held in trust for Lender, shall not be co-mingled
with any other funds and shall immediately be delivered to Lender. This requirement, however, does not constitute consent
by Lender to any such disposition.
14. TAXES, ASSESSMENTS AND LIENS. Borrower will complete and file all necessary federal, state and local tax returns
and will pay when due all taxes, assessments, levies and liens upon the Collateral and provide evidence of such payments
to Lender upon request.
15. INSURANCE. Borrower shall procure and maintain such insurance as Lender may require with respect to the Collateral,
in form, amounts and coverage reasonably acceptable to Lender and issued by a company reasonably acceptable to Lender
naming Lender as loss payee. If Borrower at any time fails to obtain or maintain any insurance as required under this
Agreement, Lender may obtain such insurance as Lender deems appropriate at Borrower’s sole cost and expense.
Borrower shall promptly notify Lender of any loss of or damage to the Collateral.
16. REPAIRS AND MAINTENANCE. Borrower agrees to keep and maintain, and to cause others to keep and maintain,
the Collateral in good order, repair and condition at all times while this Agreement remains in effect. Borrower further agrees
to pay when due all claims for work done on, or services rendered or material furnished in connection with the Collateral so
that no lien or encumbrance may ever attach to or be filed against the Collateral.
17. INSPECTION OF COLLATERAL AND PLACE OF BUSINESS; USE OF PHOTOGRAPHS AND TESTIMONIALS.
Lender and Lender’s designated representatives and agents shall have the right during Borrower’s normal business hours
and at any other reasonable time to examine the Collateral wherever located and the interior and exterior of any Borrower
place of business. During an examination of any Borrower place of business, Lender may examine, among other things,
whether Borrower (i) has a place of business that is separate from any personal residence, (ii) is open for business, (iii) has
sufficient inventory to conduct Borrower’s business and (iv) has one or more credit card terminals if Borrower processes
credit card transactions. When performing an examination, Lender may photograph the interior and exterior of any Borrower
place of business, including any signage, and may photograph any individual who has signed the Agreement (“Signatory”)
unless the Signatory previously has notified Lender that he or she does not authorize Lender to photograph the Signatory.
Lender may obtain testimonials from any Signatory, including testimonials on why Borrower needed the Loan and how the
Loan has helped Borrower. Any photograph and testimonial will become and remain the sole property of Lender. Borrower
and each Signatory grant Lender the irrevocable and permanent right to display and share any photograph and testimonial
in all forms and media, including composite and modified representations, for all purposes, including but not limited to any
trade or commercial purpose, with any Lender employees and agents and with the general public. Lender may, but is not
required to, use the name of any Borrower and Signatory as a credit in connection with any photograph and testimonial.
Borrower and each Signatory waive the right to inspect or approve versions of any photograph or testimonial or the written
ODC App #: 5464334 Customer: P&P LOGISTIC INC V9
BUSINESS LOAN AND
SECURITY AGREEMENT
copy or other media that may be used in connection with same. Borrower and each Signatory release Lender from any
claims that may arise regarding the use of any photograph or testimonial, including any claims of defamation, invasion of
privacy or infringement of moral rights, rights of publicity or copyright.
18. LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest
in the Collateral or if Borrower fails to comply with any provision of this Agreement or any related documents, including but
not limited to Borrower’s failure to discharge or pay when due any amounts Borrower is required to discharge or pay under
this Agreement or any related documents, Lender on Borrower’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. To the extent permitted by applicable law, all such expenses will become a part of the
Obligations and, at Lender’s option, will: (i) be payable on demand; (ii) be added to the balance of the Loan and be
apportioned among and be payable with any installment payments to become due during the remaining term of the Loan;
or (iii) be treated as a balloon payment that will be due and payable at the Loan’s maturity. Such right shall be in addition to
all other rights and remedies to which Lender may be entitled upon an Event of Default.
19. BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply
with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender
harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation
thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract
rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good
standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified,
licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed
and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in
good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the
financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the
application; (v) the aggregate ownership percentage of the Signatories is greater than or equal to fifty percent (50%) of the
Borrower’s business; (vi) the execution, delivery and performance of this Agreement, and any other document executed in
connection herewith, are within Borrower’s powers, have been duly authorized, are not in contravention of law or the terms of
Borrower’s charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is
a party; (vii) all constating documents and all amendments thereto of Borrower have been duly filed and are in proper order and
any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are
accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction,
or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material
adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other
constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other
than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing
the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or
prospects or the value of the Collateral; (ix) there is no action, suit, proceeding or investigation pending or, to Borrower’s
knowledge, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if
determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value of
the Collateral; (x) all information provided by Borrower and/or Guarantor as part of the application process for the Loan was true
and complete; (xi) Borrower does not intend to file for reorganization or liquidation under the bankruptcy or reorganization laws of
any jurisdiction within 6 months of the date hereof; and (xii) Borrower is not presently insolvent within the meaning of the Uniform
Commercial Code as well as the United States Bankruptcy Code.
20. INTEREST AND FEES. Borrower agrees to pay in full the interest set forth in the accompanying Business Loan and
Security Agreement Supplement. In addition to any other fees described in the Agreement, Borrower agrees to pay the
following fees:
A. Origination Fee: A one-time Origination Fee in the amount set forth in the accompanying Business Loan and
Security Agreement Supplement. Borrower agrees that this fee will be immediately deducted from the proceeds of
Borrower’s Loan.
B. Returned Payment Fee: A Returned Payment Fee in the amount set forth in the accompanying Business Loan and
Security Agreement Supplement if any electronic payment processed on Borrower’s Loan is returned unpaid or
ODC App #: 5464334 Customer: P&P LOGISTIC INC V9
BUSINESS LOAN AND
SECURITY AGREEMENT
dishonored for any reason.
C. Late Fee: A Late Fee in the amount set forth in the accompanying Business Loan and Security Agreement
Supplement if a scheduled payment is not received by Lender as provided in the payment schedule set forth in the
accompanying Business Loan and Security Agreement Supplement.
Payments made by Borrower hereunder will be applied and allocated between Loan principal, interest and fees in the
manner set forth in Section 8.
21. INTEREST AND FEES EXCEEDING PERMITTED LIMIT. If the Loan is subject to a law that sets maximum charges,
and that law is finally interpreted so that the interest or other fees collected or to be collected in connection with this
Agreement exceed the permitted limits, then (i) any such charge will be reduced by the amount necessary to reduce the
charge to the permitted limit and (ii) if required by applicable law, any sums already collected from Borrower that exceed
the permitted limits will be refunded or credited to Borrower.
22. ONLINE CUSTOMER PORTAL. When Borrower signs in with Borrower’s valid username and password at
loans.ondeck.com, Borrower can obtain information about the Borrower’s Loan, such as the outstanding balance, daily
transactions and fees. No additional paper statement will be mailed to Borrower. Borrower agrees not to share Borrower’s
username and password to loans.ondeck.com with any third party.
23. FINANCIAL INFORMATION AND REEVALUATION OF CREDIT. Borrower and each guarantor (if any) authorize
Lender to obtain business and personal credit bureau reports in Borrower’s and any
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COM62232 1 GURSTEL LAW FIRM, P.C. Gurstel Law Firm P.C.’s California Debt Collection License: 10361-99. 2 Christina Melhouse (SBN#201818) 3 Angie Hong Hoar (SBN# 212152) 3914 Murphy Canyon Rd., Ste. A125 4 San Diego, CA 92123 Telephone: (877) 344-4002 5 Fax: (877) 750-6335 6 Email: cacommercial@gurstel.com 7 Attorneys for Plaintiff, ODK Capital, LLC, a Utah limited liability company 8 9 SUPERIOR COURT OF CALIFORNIA, COUNTY OF KERN 10 METRO JUSTICE BUILDING - CIVIL DIVISION 11 ODK Capital, LLC, a Utah limited liability Case No. 12 company; COMPLAINT FOR BREACH OF 13 Plaintiff, WRITTEN CONTRACT v. 14 UNLIMITED CIVIL 15 P&P Logistic Inc, a corporation; Bikramjit Demand Amount: $40,711.44 Pannu, an individual; DOES 1 to 10 16 inclusive; 17 Defendant(s) 18 19 GENERAL ALLEGATIONS 20 1. Plaintiff is, and at all times herein mentioned was, a Utah limited liability 21 company, qualified to do business in California. 22 2. Prior to commencement of this action and pursuant to agreement between 23 Celtic Bank and ODK Capital, LLC, the Business Loan and Security Agreement with 24 accompanying supplement and all rights, title and interest thereunder to collect the outstanding 25 Repayment Amount was assigned to ODK Capital, LLC who is now the lawful owner and 26 holder thereof. 27 3. Plaintiff is informed and believes and thereon alleges that Defendant(s) P&P 28 Logistic Inc, a corporation, is and at all times herein mentioned was a corporation, and Complaint for Breach of Written Contract Case No.: 1 Bikramjit Pannu, an individual, is and at all times herein mentioned was an individual. 2 4. This Court is the proper court to commence and try the above action because: 3 (a) The defendant is doing business in this Judicial District. 4 (b) The defendant lived here when the contact was entered into 5 (c) The defendant lives here now. 6 5. The true names and capacities of Defendants Does 1 through 10, whether 7 individual, corporate, associate or otherwise, are unknown to plaintiff at this time. Plaintiff 8 therefore sues said defendants under the fictitious names of Does 1 through 10 and will ask 9 leave of court to amend this complaint when their true names and capacities have been 10 ascertained. Plaintiff is informed and believes and thereon alleges that all of said fictitiously 11 named defendants are responsible in some manner for the acts complained of herein. 12 6. Plaintiff is informed and believes and thereon alleges that, at all times herein 13 mentioned, defendant(s), and each of them, were the agents, servants and employees of their 14 co-defendant(s), and in doing the things herein alleged, were acting within the purpose and 15 scope of said agency, service and employment and with the permission and consent of their 16 co-defendant(s). 17 FIRST CAUSE OF ACTION - BREACH OF CONTRACT 18 7. Plaintiff refers to and incorporates by reference paragraphs 1 through 6, 19 inclusive, as though fully set forth herein. 20 8. On or about October 28, 2022, Defendant(s) P&P Logistic Inc, a corporation, 21 Bikramjit Pannu, an individual, and DOES 1 to 10, executed a Business Loan and Security 22 Agreement with accompanying supplement (hereinafter “BLSA”) in favor of Celtic Bank 23 (“Celtic”), pursuant to which Celtic agreed to enter into said business loan with Defendant(s) 24 in exchange for the agreement to repay Celtic the sum set forth in said agreement (hereinafter 25 the “Repayment Amount”). A true and correct copy of the BLSA is attached hereto as Exhibit 26 “A”. 27 9. Contemporaneous with the execution of the BLSA, Guarantor Bikramjit Pannu 28 (the "Guarantor") executed a Personal Guaranty (hereinafter the "Guaranty"), in which Complaint for Breach of Written Contract Case No.: 1 Guarantor personally, absolutely, and unconditionally guaranteed all Obligations (as defined 2 in the BLSA) of Defendant. The Guaranty is set forth in Paragraph 49 of the BLSA. 3 10. Subsequently, and in accordance with an agreement between Celtic and ODK 4 Capital, the BLSA and all rights, title and interest thereunder to collect the outstanding 5 Repayment Amount was assigned to ODK Capital, which is also named as loan servicer in the 6 BLSA. It is the business of ODK Capital to service loans and specifically, the loan made to 7 Defendant(s). 8 11. Pursuant to the BLSA, Defendant(s) agreed to pay the balance due with all 9 contractual interest, until ODK Capital was fully paid. 10 12. Thereafter, within the last four years, Defendant(s), and each of them, defaulted 11 under the terms of the written contract by failing to make payment thereunder and to which 12 Defendant(s) had agreed. 13 13. As a result of the non-payment of sums due, Defendant(s), and each of them, 14 breached the terms of the written contract. Plaintiff's assignor and Plaintiff have performed all 15 obligations required of it under the terms of the written contract. 16 14. As a result of the above-described breach of the terms of the written contract, 17 Plaintiff's assignor has been damaged in the sum of $40,711.44. 18 15. Pursuant to the written contract, Plaintiff also requests reasonable attorney fees 19 and collection costs (paragraph 24 of loan agreement(s)), as well as court costs. No part of 20 said sum has been paid, although demand has been made, and the balance sued remains due, 21 owing and unpaid. 22 / / / 23 / / / 24 / / / 25 26 27 28 Complaint for Breach of Written Contract Case No.: 1 WHEREFORE, Plaintiff prays for judgment against Defendant(s) P&P Logistic Inc, a 2 corporation, Bikramjit Pannu, an individual, and DOES 1 to 10, as follows: 3 1. Damages in the sum of $40,711.44; 4 2. Attorney's fees and collection costs; 5 3. Costs of suit incurred herein; 6 4. For such other and further relief as the court may deem just and proper. 7 8 Dated: March 12, 2024 GURSTEL LAW FIRM, P.C. 9 _____________________ 10 Angie Hong Hoar 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Complaint for Breach of Written Contract Case No.: Exhibit “A” BUSINESS LOAN AND SECURITY AGREEMENT SUPPLEMENT This Business Loan and Security Agreement Supplement is part of (and incorporated by reference into) the Business Loan and Security Agreement. Borrower should keep this important legal document for Borrower’s records. YOUR LOAN DETAILS Borrower: P&P LOGISTIC INC Lender: Celtic Bank Loan Amount: $50,000.00 Origination Fee: $1,250.00 (Deducted at time of disbursement) Disbursement Amount: $48,750.00 (Loan Amount less Origination Fee) Note that the Disbursement Amount may not be the amount deposited to your Designated Checking Account. The amount that will be deposited to your Designated Checking Account will be reduced by any amounts owed to Lender from a prior loan or used to pay off an amount owed to a third party lender. Weekly Payment Amount: (Business days only) $1,326.92 Number of Weekly Payments: (Business days only) 52 Payment Schedule: 52 payments of $1,326.92 due (i) in the case of loans with a Daily Payment Amount, each Business day immediately following the date disbursement of the Disbursement Amount is initiated by Lender , (ii) in the case of loans with "Business day" means any Monday through Friday a Weekly Payment Amount, the same day each week as the day of the week except for Federal Reserve holidays. disbursement of the Disbursement Amount is initiated by Lender (or the next Business day if such day is not a Business day) beginning seven days after the Disbursement Amount is initiated or (iii) in the case of loans with a Monthly Payment Amount, the same day each month as the day of the month disbursement of the Disbursement Amount is initiated by Lender (or the next Business day if such day is not a Business day) beginning with the calendar month after the Disbursement Amount is initiated, except if the disbursement of the Disbursement Amount is initiated by Lender after the 26th of the month, then the payment amount is due on the 26th of each month beginning with the calendar month after the Disbursement Amount is initiated. Total Interest Expense: $18,999.84 (Does not include any Fees) Total Repayment Amount: $68,999.84 (Loan Amount plus Total Interest Expense) PREPAYMENT, RENEWAL, AND OTHER FEES Prepayment: A "Prepayment Interest Reduction Percentage" of 25% (with respect to unpaid (See Section 10 of the Business Loan and interest remaining on this Loan) will be applied to the extent that the Borrower prepays this Loan in whole in accordance with, and subject to, Section 10 of Security Agreement for specific details) the Business Loan and Security Agreement. Note that 75% of remaining unpaid interest will still be due upon Prepayment in whole. You should keep in mind that partial prepayments will not reduce the Total Interest Expense. Renewals: Remaining unpaid interest on this Loan will be eligible to be forgiven by Lender if: (i) Borrower is current on its scheduled payments with respect to this Loan and, (ii) while this Loan is outstanding, Borrower enters into a business loan and security agreement for a new qualifying term loan with Lender, a portion of the proceeds of which is used to repay this Loan in whole. Other Fees: Returned Payment Fee: $25.00 Late Fee: $10.00 (maximum $50 within any 20 day period) ODC App #: 5464334 Customer: P&P LOGISTIC INC V9 BUSINESS LOAN AND SECURITY AGREEMENT SUPPLEMENT If you have any questions, please call us at 1.888.828.5717 (we have support available Monday - Friday 8am - 8pm EST and Saturdays 8:30am - 5:30pm EST) or email support@ondeck.com. This tool is provided to help you understand and assess the cost of your small business financing. The calculations below involve certain key assumptions about this Loan, including that the Loan is paid off in its entirety according to the agreed payment schedule and that no repayments are missed. Loan Disbursement Amount Repayment Amount Term Amount (minus fees withheld) 1 $68,999.84 12 Months $50,000.00 $48,750.00 (repaid Weekly) METRIC METRIC CALCULATION METRIC EXPLANATION Interest Expense: $18,999.84 This is the total amount that you will pay in interest and other fees for the Loan. Total Cost of Capital Origination Fee: $1,250.00 $20,249.84 The amount does not include fees and other Other Fees: $0.00 charges you can avoid, such as late payment fees and returned payment fees.2 Total Cost of $20,249.84 Capital: This is the cost of the Loan – including total Annual Percentage Your Loan will have interest and other fees – expressed as a yearly Weekly payments of: $1,326.92 rate. APR takes into account the amount and Rate (APR) 3 timing of capital you receive, fees you pay, and 72.95% the periodic payments you make. APR: 72.95% While APR can be used for comparison purposes, it is not an interest rate and is not used to calculate your interest expense. This is the average monthly repayment Repayment Amount: $68,999.84 amount of the Loan, which does not include Average Monthly fees and other charges you can avoid, such as Payment Amount Expected Term (in late payment fees and returned payment ÷ 12 Months $5,749.99 months): fees.2 The actual repayment frequency for the Loan will be Weekly. This is an estimate for Average Monthly comparison purposes only. If the actual $5,749.99 payment frequency for the Loan is monthly, Payment Amount: the average monthly payment amount may equal the actual monthly payment amount displayed above. Interest Expense: $18,999.84 This is the total amount of interest paid per dollar borrowed. This amount is exclusive of Cents on the Dollar Loan Amount: ÷ $50,000.00 fees. (excluding fees) 38.0¢ Cents on the Dollar 38.0¢ (excluding fees): Does prepayment of this Loan result in any new fees or No charges? (see “Prepayment” above) Prepayment Yes Does prepayment of this Loan decrease the total (see “Prepayment” above for the interest interest owed? reduction amount) ODC App #: 5464334 Customer: P&P LOGISTIC INC V9 BUSINESS LOAN AND SECURITY AGREEMENT SUPPLEMENT 1 The Disbursement Amount is the amount of capital that a business receives and may be different from the Loan Amount. The Disbursement Amount is net of fees withheld from the Loan Amount. A portion of the Disbursement Amount may be used to pay off any amounts owed from a prior loan or an amount owed to a third party. 2Your business may incur other fees that are not a condition of borrowing, such as late payment fees, returned payment fees, or monthly maintenance fees. Those fees are not reflected here. See the agreement for details on these fees (see “Other Fees” above). 3APR is calculated here according to the principles of 12 C.F.R. § 1026 (Regulation Z), using 12 payment periods of equal length and 12 payment dates per year for monthly pay products, 52 payment periods of equal length and 52 payment dates per year for weekly pay products, and 252 payment dates per year for daily pay products. © 2020 Innovative Lending Platform Association. All rights reserved. Innovative Lending Platform Association is not responsible for any misuse of the SMART Box® or any inaccuracies in the calculations or information included therein. ODC App #: 5464334 Customer: P&P LOGISTIC INC V9 BUSINESS LOAN AND SECURITY AGREEMENT SUPPLEMENT CERTAIN DISCLOSURES Loan Pricing Disclosure Lender uses a system of risk-based pricing to determine interest charges and fees. Risk-based pricing is a system that evaluates the risk factors of your application and adjusts the interest rate up or down based on this risk evaluation. Although Lender believes that its loan process provides expedited turnaround time and efficient access to capital, this loan may be a higher cost loan than loans that may be available through other lenders. Loan For The proceeds of the requested Loan may solely be used for Specific Purposes Only the specific purposes as set forth in the Use of Proceeds Certification of the Business Loan and Security Agreement. IN ADDITION, THE LOAN WILL NOT BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. Borrower understands that Borrower's agreement not to use the Loan proceeds for personal, family or household purposes means that certain important duties imposed upon entities making loans for consumer/personal purposes, and certain important rights conferred upon consumers, pursuant to federal or state law will not apply to this transaction. ODC App #: 5464334 Customer: P&P LOGISTIC INC V9 BUSINESS LOAN AND SECURITY AGREEMENT 1. INTRODUCTION. This Business Loan and Security Agreement (together with the accompanying Business Loan and Security Agreement Supplement and the accompanying Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits), this “Agreement”) governs your business loan (“Loan”) made by Celtic Bank and serviced by ODK Capital, LLC or a subsidiary or affiliate thereof (“Servicer” or “OnDeck”). Please read it and keep it for your reference. In this Agreement, the words “you,” “your” and “Borrower” mean the Borrower identified on the signature page of this Business Loan and Security Agreement. Each guarantor identified on the signature page of this Business Loan and Security Agreement shall be referred to individually as “Guarantor” and collectively as “Guarantors” in this Agreement. The words “Lender”, “we”, “us”, and “our” mean Celtic Bank or its successor(s) and assign(s). 2. EFFECTIVE DATE. This Agreement begins on the date we accept this Agreement in Utah. Borrower understands and agrees that Lender may postpone, without penalty, the disbursement of amounts to Borrower until all required security interests have been perfected and Lender has received all required personal guarantees or other documentation. 3. AUTHORIZATION. Borrower agrees that the Loan made by Lender to Borrower shall be conclusively deemed to have been authorized by Borrower and to have been made pursuant to a duly authorized request on its behalf. 4. LOAN FOR SPECIFIC PURPOSES ONLY. The proceeds of the requested Loan may solely be used for the specific purposes as set forth in the Use of Proceeds Certification contained in Section 50 below, and not for any other purposes. In addition, the Loan will not be used for personal, family or household purposes, and Borrower and Guarantors are forever estopped from taking the position that such Loan (including Advances) are or were used for such personal, family or household purposes. Borrower understands that Borrower’s agreement not to use the Loan proceeds for personal, family or household purposes means that certain important duties imposed upon entities making loans for personal, family or household purposes, and certain important rights conferred upon such persons, pursuant to federal or state law will not apply to the Loan or the Agreement. Borrower also understands that Lender will be unable to confirm whether the use of the Loan conforms to this section. Borrower agrees that a breach by Borrower of the provisions of this section will not affect Lender’s right to (i) enforce Borrower’s promise to pay for all amounts owed under this Agreement, regardless of the purpose for which the Loan is in fact obtained or (ii) use any remedy legally available to Lender, even if that remedy would not have been available had the Loan been made for personal, family or household purposes. 5. DISBURSEMENT OF LOAN PROCEEDS AND MAINTENANCE OF BORROWER’S BANK ACCOUNT. If Borrower applied and was approved for a Loan, Borrower’s Loan will be disbursed upon approval as provided in the accompanying Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits). Borrower agrees to maintain Direct Payments (ACH Debits) in its operating account which is the account that was reviewed in conjunction with underwriting and approval of this Loan (including keeping such account open until the Total Repayment Amount had been completely repaid). Borrower agrees that the Loan made by Lender to Borrower may not be returned except at Lender’s sole discretion. 6. PROMISE TO PAY. Borrower agrees to pay Lender the Total Repayment Amount shown in the accompanying Business Loan and Security Agreement Supplement in accordance with the Payment Schedule shown in the accompanying Business Loan and Security Agreement Supplement. Borrower agrees to enroll in Lender’s Automatic Payment Plan and authorizes Lender to collect required payments as provided in the accompanying Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits). If required by Lender, Borrower further agrees and authorizes Lender or its Servicer to collect required payments from a transfer account established pursuant to certain Transfer Account Loan Documentation that will be provided by Lender in connection with this Business Loan and Security Agreement if applicable. 7. ALTERNATIVE PAYMENT METHODS. If Borrower knows that for any reason Lender will be unable to process a payment under Lender’s Automatic Payment Plan, then Borrower must either restore sufficient funds such that the missed payment can be collected as provided in the accompanying Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits), or promptly mail or deliver a check to Lender in the amount of the missed payment or, if offered, make the missed payment by any pay-by-phone or on-line service that Lender may make available from time to time. If Borrower elects to send payments on Borrower’s Account by postal mail, then Borrower agrees to send such payments to our Servicer, OnDeck, 4700 W. Daybreak Pkwy., Suite 200, South Jordan, UT 84009, Attn: Director of Operations. All alternative payments must be made in good funds by check, money order, wire transfer, automatic transfer from an account at an institution offering such service, or other instrument in U.S. Dollars. Borrower understands and agrees that payments made at any other address than as specified by Lender may result in a delay in processing and/or ODC App #: 5464334 Customer: P&P LOGISTIC INC V9 BUSINESS LOAN AND SECURITY AGREEMENT crediting. If Borrower makes an alternative payment on Borrower’s Loan by mail or by any pay-by-phone or on-line service that Lender makes available while Borrower is enrolled in the Automatic Payment Plan, Lender may treat such payment as an additional payment and continue to process Borrower’s scheduled Automatic Payment Plan payments or may reduce any scheduled Automatic Payment Plan payment by the amount of any such additional payment received. 8. APPLICATION OF PAYMENTS. Subject to applicable law, Lender reserves the right to allocate and apply payments received on Borrower’s Loan between principal, interest and fees in any manner Lender chooses in Lender’s sole discretion it being understood and agreed that any fees and interest will generally be paid during the earlier portion of the term. 9. POSTDATED CHECKS, RESTRICTED ENDORSEMENT CHECKS AND OTHER DISPUTED OR QUALIFIED PAYMENTS. Lender can accept late, postdated or partial payments without losing any of Lender’s rights under this Agreement (a postdated check is a check dated later than the day it was actually presented for payment). Lender is under no obligation to hold a postdated check and Lender reserves the right to process every item presented as if dated the same date received by Lender or Lender’s check processor unless Borrower gives Lender adequate notice and a reasonable opportunity to act on it. Except where such notice and opportunity is given, Borrower may not hold Lender liable for depositing any postdated check. Borrower agrees not to send Lender partial payments marked “paid in full,” “without recourse,” or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Agreement. All notices and written communications concerning postdated checks, restricted endorsement checks (including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount) or any other disputed, nonconforming or qualified payments, must be mailed or delivered to our Servicer, OnDeck, Customer Service, 4700 W. Daybreak Pkwy., Suite 200, South Jordan, UT 84009, Attn: Director of Operations. 10. PREPAYMENT. Borrower may prepay Borrower’s Loan in whole on any Business day by paying Lender the sum total of the Total Repayment Amount, any Returned Payment Fees, and any Late Fees, in each case as described in the accompanying Business Loan and Security Agreement Supplement less (i) the amount of any Loan payments made prior to such prepayment and (ii) the product of (x) the percentage identified as the applicable Prepayment Interest Reduction Percentage in the accompanying Business Loan and Security Agreement Supplement; and (y) the aggregate amount of unpaid interest remaining on the Borrower’s Loan as of such date as determined by Lender’s records in accordance with Section 8. Borrower may prepay Borrower’s Loan in part on any Business day and such payment shall be applied against the Total Repayment Amount, any Returned Payment Fees and any Late Fees, in each case as described in the accompanying Business Loan and Security Agreement Supplement. 11. SECURITY INTEREST. Borrower hereby grants to Lender, the secured party hereunder, a continuing security interest in and to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes (f) chattel paper, including tangible chattel paper and electronic chattel paper, (g) documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (l) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lender is forbidden by law from taking a security interest. ODC App #: 5464334 Customer: P&P LOGISTIC INC V9 BUSINESS LOAN AND SECURITY AGREEMENT 12. PROTECTING THE SECURITY INTEREST. Borrower agrees that Lender and/or Lender’s Representative may file any financing statement, lien entry form or other document Lender and/or Lender’s Representative requires in order to perfect, amend or continue Lender’s security interest in the Collateral and Borrower agrees to cooperate with Lender and Lender’s Representative as may be necessary to accomplish said filing and to do whatever Lender or Lender’s Representative deems necessary to protect Lender’s security interest in the Collateral. Borrower and Guarantor each agree that, if any Guarantor is a corporate entity, then Lender or Lender’s Representative may file any financing statement, lien entry form or other document against such Guarantor or its property that Lender and/or Lender’s Representative requires in order to perfect, amend or continue Lender’s security interest in the Collateral. Any such Guarantor agrees to cooperate with Lender and Lender’s Representative as may be necessary to accomplish said filing and to do whatever Lender and Lender’s Representative deems necessary to protect Lender’s security interest in the Collateral. In this Agreement, “Lender’s Representative” means any entity or individual that is designated by Lender to serve in such capacity. 13. LOCATION OF COLLATERAL; TRANSACTIONS INVOLVING COLLATERAL. Unless Lender has agreed otherwise in writing, Borrower agrees and warrants that (i) all Collateral (or records of the Collateral in the case of accounts, chattel paper and general intangibles) shall be located at Borrower's address as shown in the application, (ii) except for inventory sold or accounts collected in the ordinary course of Borrower's business, Borrower shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral, (iii) no one else has any interest in or claim against the Collateral that Borrower has not already told Lender about, (iv) Borrower shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance or charge, other than the security interest provided for in this Agreement and (v) Borrower shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral for less than the fair market value thereof. Borrower shall defend Lender’s rights in the Collateral against the claims and demands of all other persons. All proceeds from any unauthorized disposition of the Collateral shall be held in trust for Lender, shall not be co-mingled with any other funds and shall immediately be delivered to Lender. This requirement, however, does not constitute consent by Lender to any such disposition. 14. TAXES, ASSESSMENTS AND LIENS. Borrower will complete and file all necessary federal, state and local tax returns and will pay when due all taxes, assessments, levies and liens upon the Collateral and provide evidence of such payments to Lender upon request. 15. INSURANCE. Borrower shall procure and maintain such insurance as Lender may require with respect to the Collateral, in form, amounts and coverage reasonably acceptable to Lender and issued by a company reasonably acceptable to Lender naming Lender as loss payee. If Borrower at any time fails to obtain or maintain any insurance as required under this Agreement, Lender may obtain such insurance as Lender deems appropriate at Borrower’s sole cost and expense. Borrower shall promptly notify Lender of any loss of or damage to the Collateral. 16. REPAIRS AND MAINTENANCE. Borrower agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair and condition at all times while this Agreement remains in effect. Borrower further agrees to pay when due all claims for work done on, or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral. 17. INSPECTION OF COLLATERAL AND PLACE OF BUSINESS; USE OF PHOTOGRAPHS AND TESTIMONIALS. Lender and Lender’s designated representatives and agents shall have the right during Borrower’s normal business hours and at any other reasonable time to examine the Collateral wherever located and the interior and exterior of any Borrower place of business. During an examination of any Borrower place of business, Lender may examine, among other things, whether Borrower (i) has a place of business that is separate from any personal residence, (ii) is open for business, (iii) has sufficient inventory to conduct Borrower’s business and (iv) has one or more credit card terminals if Borrower processes credit card transactions. When performing an examination, Lender may photograph the interior and exterior of any Borrower place of business, including any signage, and may photograph any individual who has signed the Agreement (“Signatory”) unless the Signatory previously has notified Lender that he or she does not authorize Lender to photograph the Signatory. Lender may obtain testimonials from any Signatory, including testimonials on why Borrower needed the Loan and how the Loan has helped Borrower. Any photograph and testimonial will become and remain the sole property of Lender. Borrower and each Signatory grant Lender the irrevocable and permanent right to display and share any photograph and testimonial in all forms and media, including composite and modified representations, for all purposes, including but not limited to any trade or commercial purpose, with any Lender employees and agents and with the general public. Lender may, but is not required to, use the name of any Borrower and Signatory as a credit in connection with any photograph and testimonial. Borrower and each Signatory waive the right to inspect or approve versions of any photograph or testimonial or the written ODC App #: 5464334 Customer: P&P LOGISTIC INC V9 BUSINESS LOAN AND SECURITY AGREEMENT copy or other media that may be used in connection with same. Borrower and each Signatory release Lender from any claims that may arise regarding the use of any photograph or testimonial, including any claims of defamation, invasion of privacy or infringement of moral rights, rights of publicity or copyright. 18. LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any related documents, including but not limited to Borrower’s failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any related documents, Lender on Borrower’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. To the extent permitted by applicable law, all such expenses will become a part of the Obligations and, at Lender’s option, will: (i) be payable on demand; (ii) be added to the balance of the Loan and be apportioned among and be payable with any installment payments to become due during the remaining term of the Loan; or (iii) be treated as a balloon payment that will be due and payable at the Loan’s maturity. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon an Event of Default. 19. BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the application; (v) the aggregate ownership percentage of the Signatories is greater than or equal to fifty percent (50%) of the Borrower’s business; (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrower’s powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all constating documents and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; (ix) there is no action, suit, proceeding or investigation pending or, to Borrower’s knowledge, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value of the Collateral; (x) all information provided by Borrower and/or Guarantor as part of the application process for the Loan was true and complete; (xi) Borrower does not intend to file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within 6 months of the date hereof; and (xii) Borrower is not presently insolvent within the meaning of the Uniform Commercial Code as well as the United States Bankruptcy Code. 20. INTEREST AND FEES. Borrower agrees to pay in full the interest set forth in the accompanying Business Loan and Security Agreement Supplement. In addition to any other fees described in the Agreement, Borrower agrees to pay the following fees: A. Origination Fee: A one-time Origination Fee in the amount set forth in the accompanying Business Loan and Security Agreement Supplement. Borrower agrees that this fee will be immediately deducted from the proceeds of Borrower’s Loan. B. Returned Payment Fee: A Returned Payment Fee in the amount set forth in the accompanying Business Loan and Security Agreement Supplement if any electronic payment processed on Borrower’s Loan is returned unpaid or ODC App #: 5464334 Customer: P&P LOGISTIC INC V9 BUSINESS LOAN AND SECURITY AGREEMENT dishonored for any reason. C. Late Fee: A Late Fee in the amount set forth in the accompanying Business Loan and Security Agreement Supplement if a scheduled payment is not received by Lender as provided in the payment schedule set forth in the accompanying Business Loan and Security Agreement Supplement. Payments made by Borrower hereunder will be applied and allocated between Loan principal, interest and fees in the manner set forth in Section 8. 21. INTEREST AND FEES EXCEEDING PERMITTED LIMIT. If the Loan is subject to a law that sets maximum charges, and that law is finally interpreted so that the interest or other fees collected or to be collected in connection with this Agreement exceed the permitted limits, then (i) any such charge will be reduced by the amount necessary to reduce the charge to the permitted limit and (ii) if required by applicable law, any sums already collected from Borrower that exceed the permitted limits will be refunded or credited to Borrower. 22. ONLINE CUSTOMER PORTAL. When Borrower signs in with Borrower’s valid username and password at loans.ondeck.com, Borrower can obtain information about the Borrower’s Loan, such as the outstanding balance, daily transactions and fees. No additional paper statement will be mailed to Borrower. Borrower agrees not to share Borrower’s username and password to loans.ondeck.com with any third party. 23. FINANCIAL INFORMATION AND REEVALUATION OF CREDIT. Borrower and each guarantor (if any) authorize Lender to obtain business and personal credit bureau reports in Borrower’s and any