STATEMENTS, AND AMENDMENTS THERETO THAT
(I) EITHER SPECIFICALLY DESCRIBE THE COLLATERAL OR DESCRIBE THE COLLATERAL AS
ALL ASSETS OF BORROWER OF THE KIND PLEDGED HEREUNDER, AND (II) CONTAIN ANY OTHER
INFORMATION REQUIRED BY THE CODE FOR THE SUFFICIENCY OF FILING OFFICE ACCEPTANCE
OF ANY FINANCING STATEMENT, CONTINUATION STATEMENT, OR AMENDMENT, INCLUDING
WHETHER BORROWER IS AN ORGANIZATION, THE TYPE OF ORGANIZATION AND ANY
ORGANIZATIONAL IDENTIFICATION NUMBER ISSUED TO BORROWER, IF APPLICABLE.
ANY
SUCH FINANCING STATEMENTS MAY BE SIGNED BY BANK ON BEHALF OF BORROWER, AS
PROVIDED IN THE CODE, AND MAY BE FILED AT ANY TIME IN ANY JURISDICTION WHETHER
OR NOT REVISED ARTICLE 9 OF THE CODE IS THEN IN EFFECT IN THAT JURISDICTION.
BORROWER SHALL FROM TIME TO TIME ENDORSE AND DELIVER TO BANK, AT THE REQUEST OF
BANK, ALL NEGOTIABLE COLLATERAL AND OTHER DOCUMENTS THAT BANK MAY REASONABLY
REQUEST, IN FORM SATISFACTORY TO BANK, TO PERFECT AND CONTINUE PERFECTED BANK'S
SECURITY INTERESTS IN THE COLLATERAL AND IN ORDER TO FULLY CONSUMMATE ALL OF THE
TRANSACTIONS CONTEMPLATED UNDER THE LOAN DOCUMENTS.
BORROWER SHALL HAVE
POSSESSION OF THE COLLATERAL, EXCEPT WHERE EXPRESSLY OTHERWISE PROVIDED IN THIS
AGREEMENT OR WHERE BANK CHOOSES TO PERFECT ITS SECURITY INTEREST BY POSSESSION
IN ADDITION TO THE FILING OF A FINANCING STATEMENT.
WHERE COLLATERAL IS IN
POSSESSION OF A THIRD PARTY BAILEE, BORROWER SHALL TAKE SUCH STEPS AS BANK
REASONABLY REQUESTS FOR BANK TO (I) OBTAIN AN ACKNOWLEDGMENT, IN FORM AND
SUBSTANCE SATISFACTORY TO BANK, OF THE BAILEE THAT THE BAILEE HOLDS SUCH
COLLATERAL FOR THE BENEFIT OF BANK, (II) OBTAIN "CONTROL" OF ANY COLLATERAL
CONSISTING OF INVESTMENT PROPERTY, DEPOSIT ACCOUNTS, LETTER-OF-CREDIT RIGHTS OR
ELECTRONIC CHATTEL PAPER (AS SUCH ITEMS AND THE TERM "CONTROL" ARE DEFINED IN
REVISED ARTICLE 9 OF THE CODE) BY CAUSING THE SECURITIES INTERMEDIARY OR
DEPOSITARY INSTITUTION OR ISSUING BANK TO EXECUTE A CONTROL AGREEMENT IN FORM
AND SUBSTANCE SATISFACTORY TO BANK.
BORROWER WILL NOT CREATE ANY CHATTEL PAPER
WITHOUT PLACING A LEGEND ON THE CHATTEL PAPER ACCEPTABLE TO BANK INDICATING THAT
BANK HAS A SECURITY INTEREST IN THE CHATTEL PAPER.
BORROWER FROM TIME TO TIME
MAY DEPOSIT WITH BANK SPECIFIC CASH COLLATERAL TO SECURE SPECIFIC OBLIGATIONS;
BORROWER AUTHORIZES BANK TO HOLD SUCH SPECIFIC BALANCES IN PLEDGE AND TO DECLINE
TO HONOR ANY DRAFTS THEREON OR ANY REQUEST BY BORROWER OR ANY OTHER PERSON TO
PAY OR OTHERWISE TRANSFER ANY PART OF SUCH BALANCES FOR SO LONG AS THE SPECIFIC
OBLIGATIONS ARE OUTSTANDING.
4.3
RIGHT TO INSPECT.
BANK (THROUGH ANY OF ITS OFFICERS, EMPLOYEES, OR
AGENTS) SHALL HAVE THE RIGHT, UPON REASONABLE PRIOR NOTICE, FROM TIME TO TIME
DURING BORROWER'S USUAL BUSINESS HOURS BUT NO MORE THAN TWICE A YEAR (UNLESS AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING), TO INSPECT BORROWER'S BOOKS
AND TO MAKE COPIES THEREOF AND TO CHECK, TEST, AND APPRAISE THE COLLATERAL IN
ORDER TO VERIFY BORROWER'S FINANCIAL CONDITION OR THE AMOUNT, CONDITION OF, OR
ANY OTHER MATTER RELATING TO, THE COLLATERAL.
5.
REPRESENTATIONS AND WARRANTIES.
BORROWER REPRESENTS AND WARRANTS AS FOLLOWS:
5.1
DUE ORGANIZATION AND