PROMPTLY GIVE
NOTICE THEREOF TO BORROWER.
UPON THE GIVING OF SUCH NOTICE, BANK'S OBLIGATION
TO MAKE THE LIBOR CREDIT EXTENSIONS SHALL TERMINATE; PROVIDED, HOWEVER, CREDIT
EXTENSIONS SHALL NOT TERMINATE IF BANK AND BORROWER AGREE IN WRITING TO A
DIFFERENT INTEREST RATE APPLICABLE TO LIBOR CREDIT EXTENSIONS.
9
(E)
IF IT SHALL BECOME UNLAWFUL FOR BANK TO CONTINUE TO FUND OR
MAINTAIN ANY LIBOR CREDIT EXTENSIONS, OR TO PERFORM ITS OBLIGATIONS HEREUNDER,
UPON DEMAND BY BANK, BORROWER SHALL EITHER PREPAY THE LIBOR CREDIT EXTENSIONS IN
FULL WITH ACCRUED INTEREST THEREON AND ALL OTHER AMOUNTS PAYABLE BY BORROWER
HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY AMOUNT PAYABLE IN CONNECTION WITH
SUCH PREPAYMENT PURSUANT TO SECTION 3.7(A)) OR CONVERT SUCH LIBOR CREDIT
EXTENSIONS TO PRIME RATE CREDIT EXTENSIONS.
NOTWITHSTANDING THE FOREGOING, TO
THE EXTENT A DETERMINATION BY BANK AS DESCRIBED ABOVE RELATES TO A LIBOR CREDIT
EXTENSIONS THEN BEING REQUESTED BY BORROWER PURSUANT TO A NOTICE OF BORROWING OR
A NOTICE OF CONVERSION/CONTINUATION, BORROWER SHALL HAVE THE OPTION, SUBJECT TO
THE PROVISIONS OF SECTION 3.6(C), TO (I) RESCIND SUCH NOTICE OF BORROWING OR
NOTICE OF CONVERSION/CONTINUATION BY GIVING NOTICE (BY FACSIMILE OR BY TELEPHONE
CONFIRMED IN WRITING) TO BANK OF SUCH RESCISSION ON THE DATE ON WHICH BANK GIVES
NOTICE OF ITS DETERMINATION AS DESCRIBED ABOVE, OR (II) MODIFY SUCH NOTICE OF
BORROWING OR NOTICE OF CONVERSION/CONTINUATION TO OBTAIN A PRIME RATE CREDIT
EXTENSION OR TO HAVE OUTSTANDING CREDIT EXTENSIONS CONVERTED INTO OR CONTINUED
AS PRIME RATE CREDIT EXTENSIONS BY GIVING NOTICE (BY FACSIMILE OR BY TELEPHONE
CONFIRMED IN WRITING) TO BANK OF SUCH MODIFICATION ON THE DATE ON WHICH BANK
GIVES NOTICE OF ITS DETERMINATION AS DESCRIBED ABOVE.
4
CREATION OF SECURITY INTEREST
4.1
GRANT OF SECURITY INTEREST.
BORROWER HEREBY GRANTS BANK, TO SECURE
THE PAYMENT AND PERFORMANCE IN FULL OF ALL OF THE OBLIGATIONS, A CONTINUING
SECURITY INTEREST IN, AND PLEDGES TO BANK, THE COLLATERAL, WHEREVER LOCATED,
WHETHER NOW OWNED OR HEREAFTER ACQUIRED OR ARISING, AND ALL PROCEEDS AND
PRODUCTS THEREOF.
BORROWER REPRESENTS, WARRANTS, AND COVENANTS THAT THE
SECURITY INTEREST GRANTED HEREIN IS AND SHALL AT ALL TIMES CONTINUE TO BE A
FIRST PRIORITY PERFECTED SECURITY INTEREST IN THE COLLATERAL (SUBJECT ONLY TO
PERMITTED LIENS THAT MAY HAVE SUPERIOR PRIORITY TO BANK'S LIEN UNDER THIS
AGREEMENT).
IF BORROWER SHALL ACQUIRE A COMMERCIAL TORT CLAIM, BORROWER SHALL
PROMPTLY NOTIFY BANK IN A WRITING SIGNED BY BORROWER OF THE GENERAL DETAILS
THEREOF AND GRANT TO BANK IN SUCH WRITING A SECURITY INTEREST THEREIN AND IN THE
PROCEEDS THEREOF, ALL UPON THE TERMS OF THIS AGREEMENT, WITH SUCH WRITING TO BE
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO BANK.
If this Agreement is terminated, Bank's Lien in the Collateral shall continue
until the Obligations (other than inchoate indemnity obligations) are repaid in
full in cash and shall thereupon terminate.
Upon payment in full in cash of the
Obligations and at such time as Bank's obligation to make Credit Extensions has
terminated, Bank shall, at Borrower's sole cost and expense, release its Liens
in the Collateral