UNDER THE LOAN AGREEMENT) TO SEEK CONTRIBUTION,
INDEMNIFICATION OR ANY OTHER FORM OF REIMBURSEMENT FROM ANY OTHER BORROWER, OR
ANY OTHER PERSON NOW OR HEREAFTER PRIMARILY OR SECONDARILY LIABLE FOR ANY OF THE
OBLIGATIONS, FOR ANY PAYMENT MADE BY BORROWER WITH RESPECT TO THE OBLIGATIONS IN
CONNECTION WITH THE LOAN AGREEMENT OR OTHERWISE AND ALL RIGHTS THAT IT MIGHT
HAVE TO BENEFIT FROM, OR TO PARTICIPATE IN, ANY SECURITY FOR THE OBLIGATIONS AS
A RESULT OF ANY PAYMENT MADE BY BORROWER WITH RESPECT TO THE OBLIGATIONS IN
CONNECTION WITH THE LOAN AGREEMENT OR OTHERWISE.
ANY AGREEMENT PROVIDING FOR
INDEMNIFICATION, REIMBURSEMENT OR ANY OTHER ARRANGEMENT PROHIBITED UNDER THIS
SECTION SHALL BE NULL AND VOID.
IF ANY PAYMENT IS MADE TO A BORROWER IN
CONTRAVENTION OF THIS SECTION, SUCH BORROWER SHALL HOLD SUCH PAYMENT
IN TRUST FOR BANK AND SUCH PAYMENT SHALL BE PROMPTLY DELIVERED TO BANK FOR
APPLICATION TO THE OBLIGATIONS, WHETHER MATURED OR UNMATURED.
3.
GRANT OF SECURITY INTEREST.
TO SECURE THE PROMPT PAYMENT AND
PERFORMANCE OF ALL OF THE OBLIGATIONS, EACH NEW BORROWER HEREBY GRANTS TO THE
BANK A CONTINUING LIEN UPON AND SECURITY INTEREST IN ALL OF SUCH NEW BORROWER'S
NOW EXISTING OR HEREAFTER ARISING RIGHTS AND INTEREST IN THE COLLATERAL, WHETHER
NOW OWNED OR EXISTING OR HEREAFTER CREATED, ACQUIRED, OR ARISING, AND WHEREVER
LOCATED, INCLUDING, WITHOUT LIMITATION, ALL OF SUCH NEW BORROWER'S ASSETS
(EXCLUDING INTELLECTUAL PROPERTY); AND ALL SUCH NEW BORROWER'S BOOKS RELATING TO
THE FOREGOING AND ANY AND ALL CLAIMS, RIGHTS AND INTERESTS IN ANY OF THE ABOVE
AND ALL SUBSTITUTIONS FOR, ADDITIONS, ATTACHMENTS, ACCESSORIES, ACCESSIONS AND
IMPROVEMENTS TO AND REPLACEMENTS, PRODUCTS, PROCEEDS AND INSURANCE PROCEEDS OF
ANY OR ALL OF THE FOREGOING. EACH NEW BORROWER FURTHER COVENANTS AND AGREES THAT
BY ITS EXECUTION HEREOF IT SHALL PROVIDE ALL SUCH INFORMATION, COMPLETE ALL SUCH
FORMS, AND TAKE ALL SUCH ACTIONS, AND ENTER INTO ALL SUCH AGREEMENTS, IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE BANK THAT ARE REASONABLY DEEMED
NECESSARY BY THE BANK IN ORDER TO GRANT A VALID, PERFECTED SECURITY INTEREST TO
THE BANK IN THE COLLATERAL. EACH NEW BORROWER HEREBY AUTHORIZES BANK TO FILE
FINANCING STATEMENTS, WITHOUT NOTICE TO BORROWER, WITH ALL APPROPRIATE
JURISDICTIONS IN ORDER TO PERFECT OR PROTECT BANK'S INTEREST OR RIGHTS
HEREUNDER, INCLUDING A NOTICE THAT ANY DISPOSITION OF THE COLLATERAL, BY EITHER
THE BORROWER OR ANY OTHER PERSON, SHALL BE DEEMED TO VIOLATE THE RIGHTS OF THE
BANK UNDER THE CODE.
4.
REPRESENTATIONS AND WARRANTIES.
EACH NEW BORROWER HEREBY
REPRESENTS AND WARRANTS TO BANK THAT ALL REPRESENTATIONS AND WARRANTIES IN THE
LOAN DOCUMENTS MADE ON THE PART OF EXISTING BORROWER ARE TRUE AND CORRECT ON THE
DATE HEREOF WITH RESPECT TO SUCH NEW BORROWER, WITH THE SAME FORCE AND EFFECT AS
IF SUCH NEW BORROWER WERE NAMED AS "BORROWER" IN THE LOAN DOCUMENTS IN ADDITION
TO EXISTING BORROWER.
5.
DELIVERY OF DOCUMENTS.
EACH NEW BORROWER HEREBY AGREES THAT THE
FOLLOWING DOCUMENTS SHALL BE DELIVERED TO THE BANK PRIOR TO OR CONCURRENTLY WITH
THIS AGREEMENT, EACH IN FORM AND SUBSTANCE