WITH RESPECT TO
ARTICLES, BYLAWS, INCUMBENCY AND RESOLUTIONS AUTHORIZING THE EXECUTION AND
DELIVERY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY;
(G)
EVIDENCE SATISFACTORY TO BANK THAT THE INSURANCE POLICIES REQUIRED
BY SECTION 6.4 HEREOF ARE IN FULL FORCE AND EFFECT, TOGETHER WITH APPROPRIATE
EVIDENCE SHOWING LENDER LOSS PAYABLE AND/OR ADDITIONAL INSURED CLAUSES OR
ENDORSEMENTS IN FAVOR OF BANK;
(H)
PAYMENT OF THE FEES AND BANK EXPENSES THEN DUE AND PAYABLE;
(I)
CERTIFICATE OF FOREIGN QUALIFICATION (IF APPLICABLE);
(J)
CERTIFICATE OF GOOD STANDING/LEGAL EXISTENCE; AND
4
(K)
SUCH OTHER DOCUMENTS, AND COMPLETION OF SUCH OTHER MATTERS, AS
BANK MAY REASONABLY DEEM NECESSARY OR APPROPRIATE.
3.2
CONDITIONS PRECEDENT TO ALL ADVANCES.
BANK'S AGREEMENT TO MAKE
EACH ADVANCE, INCLUDING THE INITIAL ADVANCE, IS SUBJECT TO THE FOLLOWING:
(A)
RECEIPT OF THE INVOICE TRANSMITTAL;
(B)
BANK SHALL HAVE (AT ITS OPTION) CONDUCTED THE CONFIRMATIONS AND
VERIFICATIONS AS DESCRIBED IN SECTION 2.1.1 (D) (NOT APPLICABLE FOR NON-FORMULA
ADVANCES); AND
(C)
EACH OF THE REPRESENTATIONS AND WARRANTIES IN SECTION 5 SHALL BE
TRUE IN ALL MATERIAL RESPECTS ON THE DATE OF THE INVOICE TRANSMITTAL AND ON THE
EFFECTIVE DATE OF EACH ADVANCE AND NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING, OR RESULT FROM THE ADVANCE.
EACH ADVANCE IS BORROWER'S
REPRESENTATION AND WARRANTY ON THAT DATE THAT THE REPRESENTATIONS AND WARRANTIES
IN SECTION 5 REMAIN TRUE IN ALL MATERIAL RESPECTS.
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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 SHALL BE A FIRST PRIORITY SECURITY INTEREST IN
THE COLLATERAL. IF BORROWER SHALL AT ANY TIME, 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 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.
Upon payment in full in cash of the Obligations and at such time
as Bank's obligation to make Advances has terminated, Bank shall, at Borrower's
sole cost and expense, release its Liens in the Collateral and all rights
therein shall revert to Borrower.
4.2
AUTHORIZATION TO FILE FINANCING STATEMENTS.
BORROWER HEREBY
AUTHORIZES BANK TO FILE FINANCING STATEMENTS, WITHOUT NOTICE TO BORROWER, WITH
ALL APPROPRIATE JURISDICTIONS TO PERFECT OR PROTECT BANK'S INTEREST OR RIGHTS
HEREUNDER, INCLUDING A NOTICE THAT ANY DISPOSITION OF THE COLLATERAL, BY EITHER
BORROWER OR ANY OTHER PERSON, SHALL BE DEEMED TO VIOLATE THE RIGHTS OF BANK
UNDER THE CODE.
ANY SUCH FINANCING STATEMENTS