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,
6
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) 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, promptly 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.
WITHOUT LIMITING THE FOREGOING, BORROWER
HEREBY AUTHORIZES BANK TO FILE FINANCING STATEMENTS WHICH DESCRIBE THE
COLLATERAL AS "ALL ASSETS" AND/OR "ALL PERSONAL PROPERTY" OF BORROWER OR WORDS
OF SIMILAR IMPORT.
5
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants as follows at all times unless expressly
provided below:
5.1
DUE ORGANIZATION; AUTHORIZATION; POWER AND
AUTHORITY.
BORROWER AND EACH OF ITS SUBSIDIARIES ARE DULY EXISTING AND IN GOOD
STANDING AS REGISTERED ORGANIZATIONS IN THEIR RESPECTIVE JURISDICTIONS OF
FORMATION AND ARE QUALIFIED AND LICENSED TO DO BUSINESS AND ARE IN GOOD STANDING
IN ANY JURISDICTION IN WHICH THE CONDUCT OF THEIR BUSINESS OR THEIR OWNERSHIP OF
PROPERTY REQUIRES THAT THEY BE QUALIFIED EXCEPT WHERE THE FAILURE TO DO SO COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON BORROWER'S
BUSINESS.
IN CONNECTION WITH THIS AGREEMENT, BORROWER HAS DELIVERED TO BANK A
COMPLETED CERTIFICATE SUBSTANTIALLY IN THE FORM PROVIDED BY BANK TO BORROWER,
ENTITLED "PERFECTION CERTIFICATE".
BORROWER REPRESENTS AND WARRANTS TO BANK
THAT (A) BORROWER'S EXACT LEGAL NAME IS THAT INDICATED ON THE PERFECTION
CERTIFICATE AND ON THE SIGNATURE PAGE HEREOF; (B) BORROWER IS AN ORGANIZATION OF
THE TYPE AND IS ORGANIZED IN THE JURISDICTION SET FORTH