TO BANK BY ELECTRONIC MAIL OR
FACSIMILE A COMPLETED TRANSACTION REPORT EXECUTED BY A RESPONSIBLE OFFICER OR
HIS OR HER 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 REPAY OBLIGATIONS THAT WERE NOT PAID WHEN DUE.
BANK
MAY RELY ON ANY TELEPHONE NOTICE GIVEN BY A PERSON WHOM BANK BELIEVES IS A
RESPONSIBLE OFFICER OR DESIGNEE.
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 and obligations
for which cash collateral has been provided in a manner and in an amount deemed
acceptable to Bank) 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.
4.2
AUTHORIZATION TO FILE FINANCING STATEMENTS.
BORROWER HEREBY AUTHORIZES BANK TO FILE FINANCING STATEMENTS WITH ALL
APPROPRIATE JURISDICTIONS TO PERFECT OR PROTECT BANK'S INTEREST OR RIGHTS
HEREUNDER, INCLUDING A NOTICE THAT CERTAIN DISPOSITIONS OF THE COLLATERAL, BY
EITHER BORROWER OR ANY OTHER PERSON, WOULD BE DEEMED TO VIOLATE THE RIGHTS OF
BANK UNDER THE CODE.
PROMPTLY AFTER THE FILING THEREOF, BANK SHALL PROVIDE
BORROWER WITH A COPY OF ANY FINANCING STATEMENT FILED TO PROTECT BANK'S INTEREST
OR RIGHTS HEREUNDER.
5
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants as follows:
5.1
DUE ORGANIZATION, AUTHORIZATION; POWER AND
AUTHORITY.
BORROWER IS DULY EXISTING AND IN GOOD STANDING AS A REGISTERED
ORGANIZATION IN ITS JURISDICTION OF FORMATION AND IS QUALIFIED AND LICENSED TO
DO BUSINESS AND IS IN GOOD STANDING IN ANY JURISDICTION IN WHICH THE CONDUCT OF
ITS BUSINESS OR ITS OWNERSHIP OF PROPERTY
5
REQUIRES THAT IT BE QUALIFIED EXCEPT WHERE THE FAILURE TO DO SO COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE