BANK EACH ITEM REQUIRED TO BE DELIVERED TO BANK UNDER THIS AGREEMENT
AS A CONDITION PRECEDENT TO ANY CREDIT EXTENSION.
BORROWER EXPRESSLY AGREES
THAT A CREDIT EXTENSION MADE PRIOR TO THE RECEIPT BY BANK OF ANY SUCH ITEM SHALL
NOT CONSTITUTE A WAIVER BY BANK OF BORROWER'S OBLIGATION TO DELIVER SUCH ITEM,
AND THE MAKING OF ANY CREDIT EXTENSION IN THE ABSENCE OF A REQUIRED ITEM SHALL
BE IN BANK'S SOLE DISCRETION.
3.4
PROCEDURES FOR BORROWING.
SUBJECT TO THE
PRIOR SATISFACTION OF ALL OTHER APPLICABLE CONDITIONS TO THE MAKING OF AN
ADVANCE SET FORTH IN THIS AGREEMENT, TO OBTAIN AN ADVANCE (OTHER THAN ADVANCES
UNDER SECTIONS 2.1.2 OR 2.1.4), BORROWER SHALL NOTIFY BANK (WHICH NOTICE SHALL
BE IRREVOCABLE) BY ELECTRONIC MAIL, FACSIMILE, OR
5
TELEPHONE BY 12:00 P.M. EASTERN TIME ON THE FUNDING DATE OF THE ADVANCE.
TOGETHER WITH ANY SUCH ELECTRONIC OR FACSIMILE NOTIFICATION, BORROWER SHALL
DELIVER TO BANK BY ELECTRONIC MAIL OR FACSIMILE A COMPLETED TRANSACTION REPORT
EXECUTED BY A RESPONSIBLE OFFICER OR HIS OR HER DESIGNEE.
BANK MAY RELY ON ANY
TELEPHONE NOTICE GIVEN BY A PERSON WHOM BANK REASONABLY BELIEVES IS A
RESPONSIBLE OFFICER OR DESIGNEE.
BANK SHALL CREDIT ADVANCES TO THE DESIGNATED
DEPOSIT ACCOUNT.
BANK MAY MAKE ADVANCES UNDER THIS AGREEMENT BASED ON
INSTRUCTIONS FROM A RESPONSIBLE OFFICER OR HIS OR HER DESIGNEE OR WITHOUT
INSTRUCTIONS IF THE ADVANCES ARE NECESSARY TO MEET OBLIGATIONS WHICH HAVE BECOME
DUE.
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.
4.2
PRIORITY OF SECURITY INTEREST.
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 WITH A VALUE IN EXCESS OF ONE HUNDRED THOUSAND
DOLLARS ($100,000.00), BORROWER SHALL PROMPTLY NOTIFY BANK IN A WRITING SIGNED
BY BORROWER OF THE GENERAL DETAILS THEREOF AND, UPON REQUEST OF BANK, 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.
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 and all
rights therein shall revert to Borrower.
4.3
AUTHORIZATION TO FILE FINANCING STATEMENTS.
BORROWER HEREBY AUTHORIZES BANK TO FILE FINANCING STATEMENTS, WITHOUT NOTICE TO