Collateral General Terms. 4.1 The Borrower (also referred to as "Debtor") warrants and represents the following with respect to the Collateral: 4.1.1 The Debtor is (or, in the case of after acquired property, will be) the sole owner of each item of Collateral and has good and marketable title thereto, free and clear of any and all interests, claims and Liens except for Permitted Liens. 4.1.2 Debtor shall maintain the Collateral in good condition and repair; make all necessary renewals, replacements, additions, betterments and improvements thereto; pay and discharge when due the cost of repairs and maintenance to the Collateral; pay all rentals and other payments when due for all real estate leased or owned by Debtor at which Collateral is located; and maintain a disaster recovery plan with off-site back-up of the books and records of Debtor. Debtor will safeguard and protect all Collateral for Bank's general account and make no disposition thereof without the prior consent of the Bank whether by sale, lease or otherwise except (i) the sale of Inventory in the ordinary course of business, and (ii) the sale or disposition of obsolete Equipment in the ordinary course of business; all provided that the proceeds of any such sale or disposition shall remain subject to Bank's security interest. The Collateral may be inspected by the Bank upon reasonable notice to the Debtor. 4.1.3 That portion of the Collateral consisting of Equipment or Inventory shall be stored solely at the Debtor's facilities, or such other facilities as shall be disclosed to the Bank in writing no later than 30 days prior to storage at such facilities, and Debtor shall secure landlord waivers with respect to all such facilities in such form as shall be satisfactory to the Bank. 4.1.4 With respect to that portion of the Collateral consisting of Inventory, the Debtor, in addition to the foregoing, further warrants and represents that it will not make any transfer of Inventory in partial or total satisfaction of a debt other than a debt to the Bank; that no Inventory will be stored with a bailee or on consignment without the prior written consent of the Bank; that no Inventory will be stored at any location not disclosed to the Bank in writing no later than 30 days prior to storage at such location and without the prior written consent of the Bank to such location; and that the Debtor shall provide such documents as the Bank may request in connection with the ownership, location, and condition of such Inventory. If any Inventory is at any time in the possession of a bailee, the Debtor shall promptly notify the Bank thereof and, if requested by the Bank, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Bank, that the bailee holds such Inventory for the benefit of the Bank and shall act upon the instructions of the Bank, without the further consent of the Debtor. 4.1.5 The Debtor will pay or cause to be paid all taxes and other charges relating to the Collateral. The Bank is authorized to pay any unpaid taxes or charges deemed necessary by Bank to protect or preserve such Collateral without prior notice to Debtor, and upon payment by the Bank same shall constitute part of the Obligations due the Bank, and shall become due and payable to the Bank on demand. 4.1.6 The Debtor will carry insurance issued by an insurer acceptable to Bank, in amounts acceptable to Bank without co-insurance, against all such liability, perils and hazards as are usually carried by entities engaged in the same or a similar business similarly situated or as may be required by Bank in its discretion, and in addition, will carry business interruption insurance in such amounts as may be required by Bank. In the case of insurance on any of the Collateral, Debtor shall carry insurance in the full insurable value thereof and cause Bank to be named as loss payee (with a lender's loss payable endorsement) with respect to all personal property, and additional insured with respect to all liability insurance, as its interests may appear, with thirty (30) days' notice to be given Bank by the insurance carrier prior to cancellation or material modification of such insurance coverage. Such insurance shall insure the Bank notwithstanding any act or neglect of Debtor. Debtor shall cause to be delivered to Bank the insurance policies therefor or in the alternative, evidence of insurance and at least thirty (30) business days prior to the expiration of any such insurance, additional policies or duplicates thereof or in the alternative, evidence of insurance evidencing the renewal of such insurance and payment of the premiums therefor. Debtor shall direct all insurers that in the event of any loss thereunder or the cancellation of any insurance policy, the insurers shall make payments for such loss and pay all return or unearned premiums directly to Bank and not to Debtor and Bank jointly. In the event of any loss, Debtor will give Bank immediate notice thereof and Bank may make proof of loss whether the same is done by Debtor. Bank is granted a power of attorney by Debtor with full power of substitution to file any proof of loss in Debtor's or Bank's name, to endorse Debtor's name on any check, draft or other instrument evidencing insurance proceeds, and to take any action or sign any document to pursue any insurance loss claim. Such power, being coupled with an interest, is irrevocable. In the event of any loss, Bank, at its option, may (a) retain and apply all or any part of the insurance proceeds to reduce, in such order and amounts as Bank may elect, the Obligations, or (b) disburse all or any part of such insurance proceeds to or for the benefit of Debtor for the purpose of repairing or replacing Collateral after receiving proof satisfactory to Bank of such repair or replacement, in either case without waiving or impairing the Obligations or any provision of this Agreement. Any deficiency thereon shall be paid by Debtor to Bank upon demand. Debtor shall not take out any insurance without having Bank named as loss payee or additional insured thereon. Debtor shall bear the full risk of loss from any loss of any nature whatsoever with respect to the Collateral. If Debtor fails to obtain insurance as hereinabove provided, or to keep the same in force, Bank, if Bank so elects, may obtain such insurance and pay the premium therefor on behalf of Debtor, and require Borrower to pay such expenses on demand, and such expenses so advanced by Bank shall be part of the Obligations. 4.1.7 With respect to that portion of the Collateral consisting of Accounts Receivable, the Debtor, in addition to the foregoing, further warrants and represents as follows: (a) Each Account Receivable is a bona fide, valid and legally enforceable obligation of the Account Debtor in respect thereof and does not represent a sale on consignment, sale or return, or other similar understanding. Except as otherwise arising in the ordinary course of business, the right, title and interest of the Debtor in each Account Receivable is not subject to any defense, offset, counterclaim, or other claim, nor have any of the foregoing been asserted or alleged against the Debtor as to any Account Receivable nor will any of the foregoing, whether or not arising in the ordinary course of business, have a material adverse effect on the business, financial condition or results of operations of the Debtor or the aggregate value of the Accounts Receivable. The amount represented by the Debtor to the Bank as owing by each Account Debtor in respect of the Accounts Receivable is the correct amount actually and unconditionally owing by such Account Debtor thereunder. (b) The address of the chief and principal executive office of Debtor is Debtor's address set forth in this Agreement. All records pertaining to the Accounts Receivable (including computer records) and all returns of Inventory are kept at Debtor's address set forth in this Agreement, and Debtor will notify Bank no later than 30 days prior to any change in address of the chief and principal executive office of Debtor or of the change of the location where records pertaining to Accounts Receivable or returns of Inventory are kept. (c) All books, records and documents relating to any of the Accounts Receivable (including computer records) are and will be genuine and in all respects what they purport to be; and the amount of each Account Receivable shown on the books and records of Debtor is and will be the correct amount actually owing or to be owing at maturity of such Account Receivable. (d) The Bank has the immediate absolute and unconditional right to all cash of the Borrower arising from collections of Accounts Receivable, and all payments on account of Accounts Receivable, however evidenced, wherever located, regardless of who is in possession thereof or the form of collection. (e) Debtor shall notify Bank if any Accounts Receivable arise out of contracts with the United States or other department, agency or instrumentality thereof, and upon request from the Bank the Debtor shall execute any instruments and take any steps to perfect the assignment of the rights of the Debtor to the Bank and to insure that all money due or to become due under such contracts shall be assigned and paid to the Bank, with proper notice having been given, all as required under the Federal Assignment of Claims Act or any similar act or regulation. 4.2 In connection with Borrower's execution of a Lockbox Agreement, Borrower will indicate on all invoices that payments shall be made directly to the Lockbox. At any time following Default, and at the request of the Bank, Borrower shall notify Account Debtors to the effect that the Accounts Receivable have been assigned to the Bank and that payments shall be made directly to the Bank or as the Bank shall otherwise direct. At any time following Default, the Bank may notify Account Debtors to the effect that the Accounts Receivable have been assigned to the Bank and that payments shall be made directly to the Bank or as the Bank shall otherwise direct. 4.3 The Bank shall have the right to make test verifications of the Accounts Receivable in any manner and through any medium that it considers advisable, and the Debtor agrees to pay the reasonable costs thereof and to furnish all such assistance and information as the Bank may require in connection therewith. The Bank may in its own name or in the name of others communicate with Account Debtors in order to verify with them to the Bank's satisfaction the existence, amount and terms of any Accounts Receivable. 4.4 The Debtor shall hold its books and records relating to the Accounts Receivable segregated from all of the Debtor's other books and records in a manner satisfactory to the Bank; and shall deliver to the Bank promptly, on its request, true and genuine copies of all invoices, original bills of lading, documents of title, original contracts, chattel paper, instruments and any other writings relating thereto and other writings or evidence of performance of contracts or evidence of shipment or delivery of the merchandise sold or services rendered in connection therewith; and deliver to the Bank, upon receipt and without demand, any written obligations of Account Debtors to pay, such as trade acceptances or promissory notes or the like, received by the Debtor; and the Debtor will deliver to the Bank promptly at the Bank's request additional copies of any or all of such papers or writings, and such other information with respect to any Accounts Receivable as the Bank may in its sole and absolute discretion deem to be necessary. 4.5 The Debtor shall promptly make, stamp or record such entries or legends on the Debtor's books and records or on any of the Collateral, as the Bank shall request, to indicate and disclose that the Collateral has been assigned to the Bank or that the Bank has a security interest in such Collateral, and to maintain in the Bank's favor a perfected first priority security interest in all Accounts Receivable and other Collateral provided to the Bank. 4.6 The Debtor shall execute and deliver such written assignments of all its Accounts Receivable as the Bank shall require; provided however that the failure to execute and deliver such written assignments shall not affect or limit the Bank's security interest or other rights in and to such Accounts Receivable. 4.7 Borrower shall pay to Bank on demand the unpaid portion of any Account Receivable which was formerly an Eligible Account Receivable or in which Bank otherwise has an interest if any petition under the Bankruptcy Code or any similar federal or state statute or a petition for receivership has been filed by or against the Account Debtor or its property or if it has made an assignment for the benefit of creditors, unless the unpaid portion of any former Eligible Account Receivable has been replaced by Borrower and Borrower remains within the limitation of Borrower's Availability. 4.8 In furtherance of the continuing security interest herein contained Debtor will, upon the creation or acquisition of Collateral, or at such intervals as Bank requires, provide Bank with confirmatory assignments in form satisfactory to Bank, copies of invoices to customers, evidence of shipment and delivery, and such further information and documentation as Bank may require and Debtor, at Bank's request, shall deliver to Bank all documents and written instruments constituting or relating to Collateral. Debtor will take any and all steps and observe such formalities and will execute and deliver all papers and instruments and do all things necessary to effectuate this Agreement and facilitate liquidation of Collateral, including collection of Accounts Receivable. The delivery of any information and documentation pursuant to this Agreement shall be deemed to be a certification by Debtor that as of the date of such delivery, such information and documentation is true and correct in all material respects and does not omit any material fact required to be stated therein or necessary in order to make such information and documentation not misleading and shall also be deemed a certification that Debtor has no knowledge of any Default or Event of Default under this Agreement. 4.9 At the time any Account Receivable becomes subject to a security interest in favor of Bank: said Account Receivable shall be a good and valid account representing an undisputed, unconditional bona fide indebtedness incurred by the Account Debtor named therein for merchandise sold and delivered, or if so indicated in the papers delivered to Bank sold and shipped, or sold and held subject to delivery instructions, or for services theretofore fully performed by the Debtor for said Account Debtor. There are and shall be no setoff counterclaims or rights of recoupment against any such Account Receivable; no agreement under which any deduction or discount may be claimed shall have been made with Debtor on any such Account Receivable except as indicated in a written list, statement, or invoice furnished to Bank; and Debtor shall be the lawful owner of each such Account Receivable and shall have the right to subject the same to a first and prior security interest in favor of Bank, without limitation by any agreement or document to which Debtor is a party or by which it is bound. No such Account Receivable shall have been or shall thereafter be sold, assigned or transferred to any Person other than Bank or in any way encumbered except to Bank and no other Person shall have proceeds claims thereto, and the Debtor shall defend the same against the claims and demands of all persons. 4.10 Debtor hereby constitutes Bank and each of its officers, agents or designees as Debtor's attorney in fact, with power to endorse the name of Debtor upon any notes acceptances, checks, drafts, money orders or other evidences of payment or Collateral that may come into Bank's possession; to sign Debtor's name to any invoice or ▇▇▇▇ of lading relating to any Collateral, drafts against Account Debtors, assignments, verifications and notices to Account Debtors; to send verifications of Collateral to any Account Debtor; to execute Debtor's name as well as its own name and to file financing statements and other instruments or documents; to do all other acts and thin
Appears in 1 contract
Collateral General Terms. 4.1 The Borrower (also referred to as "Debtor") warrants and represents the following with respect to the Collateral:
4.1.1 The Debtor is (or, in the case of after acquired property, will be) the sole owner of each item of Collateral and has good and marketable title thereto, free and clear of any and all interests, claims and Liens except for Permitted Liens.
4.1.2 Debtor shall maintain the Collateral in good condition and repair; make all necessary renewals, replacements, additions, betterments and improvements thereto; pay and discharge when due the cost of repairs and maintenance to the Collateral; pay all rentals and other payments when due for all real estate leased or owned by Debtor at which Collateral is located; and maintain a disaster recovery plan with off-site back-up of the books and records of Debtor. Debtor will safeguard and protect all Collateral for Bank's general account and make no disposition thereof without the prior consent of the Bank whether by sale, lease or otherwise except (i) the sale of Inventory in the ordinary course of business, and (ii) the sale or disposition of obsolete Equipment in the ordinary course of business; all provided that the proceeds of any such sale or disposition shall remain subject to Bank's security interest. The Collateral may be inspected by the Bank upon reasonable notice to the Debtor.
4.1.3 That portion of the Collateral consisting of Equipment or Inventory shall be stored solely at the Debtor's facilities, or such other facilities as shall be disclosed to the Bank in writing no later than 30 days prior to storage at such facilities, and Debtor shall secure landlord waivers with respect to all such facilities in such form as shall be satisfactory to the Bank.
4.1.4 With respect to that portion of the Collateral consisting of Inventory, the Debtor, in addition to the foregoing, further warrants and represents that it will not make any transfer of Inventory in partial or total satisfaction of a debt other than a debt to the Bank; that no Inventory will be stored with a bailee or on consignment without the prior written consent of the Bank; that no Inventory will be stored at any location not disclosed to the Bank in writing no later than 30 days prior to storage at such location and without the prior written consent of the Bank to such location; and that the Debtor shall provide such documents as the Bank may request in connection with the ownership, location, and condition of such Inventory. If any Inventory is at any time in the possession of a bailee, the Debtor shall promptly notify the Bank thereof and, if requested by the Bank, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Bank, that the bailee holds such Inventory for the benefit of the Bank and shall act upon the instructions of the Bank, without the further consent of the Debtor.
4.1.5 The Debtor will pay or cause to be paid all taxes and other charges relating to the Collateral. The Bank is authorized to pay any unpaid taxes or charges deemed necessary by Bank to protect or preserve such Collateral without prior notice to Debtor, and upon payment by the Bank same shall constitute part of the Obligations due the Bank, and shall become due and payable to the Bank on demand.
4.1.6 The Debtor will carry insurance issued by an insurer acceptable to Bank, in amounts acceptable to Bank without co-insurance, against all such liability, perils and hazards as are usually carried by entities engaged in the same or a similar business similarly situated or as may be required by Bank in its discretion, and in addition, will carry business interruption insurance in such amounts as may be required by Bank. In the case of insurance on any of the Collateral, Debtor shall carry insurance in the full insurable value thereof and cause Bank to be named as loss payee (with a lender's loss payable endorsement) with respect to all personal property, and additional insured with respect to all liability insurance, as its interests may appear, with thirty (30) days' notice to be given Bank by the insurance carrier prior to cancellation or material modification of such insurance coverage. Such insurance shall insure the Bank notwithstanding any act or neglect of Debtor. Debtor shall cause to be delivered to Bank the insurance policies therefor or in the alternative, evidence of insurance and at least thirty (30) business days prior to the expiration of any such insurance, additional policies or duplicates thereof or in the alternative, evidence of insurance evidencing the renewal of such insurance and payment of the premiums therefor. Debtor shall direct all insurers that in the event of any loss thereunder or the cancellation of any insurance policy, the insurers shall make payments for such loss and pay all return or unearned premiums directly to Bank and not to Debtor and Bank jointly. In the event of any loss, Debtor will give Bank immediate notice thereof and Bank may make proof of loss whether the same is done by Debtor. Bank is granted a power of attorney by Debtor with full power of substitution to file any proof of loss in Debtor's or Bank's name, to endorse Debtor's name on any check, draft or other instrument evidencing insurance proceeds, and to take any action or sign any document to pursue any insurance loss claim. Such power, being coupled with an interest, is irrevocable. In the event of any loss, Bank, at its option, may (a) retain and apply all or any part of the insurance proceeds to reduce, in such order and amounts as Bank may elect, the Obligations, or (b) disburse all or any part of such insurance proceeds to or for the benefit of Debtor for the purpose of repairing or replacing Collateral after receiving proof satisfactory to Bank of such repair or replacement, in either case without waiving or impairing the Obligations or any provision of this Agreement. Any deficiency thereon shall be paid by Debtor to Bank upon demand. Debtor shall not take out any insurance without having Bank named as loss payee or additional insured thereon. Debtor shall bear the full risk of loss from any loss of any nature whatsoever with respect to the Collateral. If Debtor fails to obtain insurance as hereinabove provided, or to keep the same in force, Bank, if Bank so elects, may obtain such insurance and pay the premium therefor on behalf of Debtor, and require Borrower to pay such expenses on demand, and such expenses so advanced by Bank shall be part of the Obligations.
4.1.7 With respect to that portion of the Collateral consisting of Accounts Receivable, the Debtor, in addition to the foregoing, further warrants and represents as follows:
(a) Each Account Receivable is a bona fide, valid and legally enforceable obligation of the Account Debtor in respect thereof and does not represent a sale on consignment, sale or return, or other similar understanding. Except as otherwise arising in the ordinary course of business, the right, title and interest of the Debtor in each Account Receivable is not subject to any defense, offset, counterclaim, or other claim, nor have any of the foregoing been asserted or alleged against the Debtor as to any Account Receivable nor will any of the foregoing, whether or not arising in the ordinary course of business, have a material adverse effect on the business, financial condition or results of operations of the Debtor or the aggregate value of the Accounts Receivable. The amount represented by the Debtor to the Bank as owing by each Account Debtor in respect of the Accounts Receivable is the correct amount actually and unconditionally owing by such Account Debtor thereunder.
(b) The address of the chief and principal executive office of Debtor is Debtor's address set forth in this Agreement. All records pertaining to the Accounts Receivable (including computer records) and all returns of Inventory are kept at Debtor's address set forth in this Agreement, and Debtor will notify Bank no later than 30 days prior to any change in address of the chief and principal executive office of Debtor or of the change of the location where records pertaining to Accounts Receivable or returns of Inventory are kept.
(c) All books, records and documents relating to any of the Accounts Receivable (including computer records) are and will be genuine and in all respects what they purport to be; and the amount of each Account Receivable shown on the books and records of Debtor is and will be the correct amount actually owing or to be owing at maturity of such Account Receivable.
(d) The Bank has the immediate absolute and unconditional right to all cash of the Borrower arising from collections of Accounts Receivable, and all payments on account of Accounts Receivable, however evidenced, wherever located, regardless of who is in possession thereof or the form of collection.
(e) Debtor shall notify Bank if any Accounts Receivable arise out of contracts with the United States or other department, agency or instrumentality thereof, and upon request from the Bank the Debtor shall execute any instruments and take any steps to perfect the assignment of the rights of the Debtor to the Bank and to insure that all money due or to become due under such contracts shall be assigned and paid to the Bank, with proper notice having been given, all as required under the Federal Assignment of Claims Act or any similar act or regulation.
4.2 In connection with Borrower's execution If the use of a Lockbox lockbox is implemented pursuant to the requirements of a lockbox-full dominion relationship established under the provisions of this Agreement, Borrower will indicate on all invoices that payments shall be made directly to the Lockboxlockbox. At any time following Default, and at the request of the Bank, Borrower shall notify Account Debtors to the effect that the Accounts Receivable have been assigned to the Bank and that payments shall be made directly to the Bank or as the Bank shall otherwise direct. At any time following Default, the Bank may notify Account Debtors to the effect that the Accounts Receivable have been assigned to the Bank and that payments shall be made directly to the Bank or as the Bank shall otherwise direct.
4.3 The Bank shall have the right to make test verifications of the Accounts Receivable in any manner and through any medium that it considers advisable, and the Debtor agrees to pay the reasonable costs thereof and to furnish all such assistance and information as the Bank may require in connection therewith. The Bank may in its own name or in the name of others communicate with Account Debtors in order to verify with them to the Bank's satisfaction the existence, amount and terms of any Accounts Receivable.
4.4 The Debtor shall hold its books and records relating to the Accounts Receivable segregated from all of the Debtor's other books and records in a manner satisfactory to the Bank; and shall deliver to the Bank promptly, on its request, true and genuine copies of all invoices, original bills of lading, documents of title, original contracts, chattel paper, instruments and any other writings relating thereto and other writings or evidence of performance of contracts or evidence of shipment or delivery of the merchandise sold or services rendered in connection therewith; and deliver to the Bank, upon receipt and without demand, any written obligations of Account Debtors to pay, such as trade acceptances or promissory notes or the like, received by the Debtor; and the Debtor will deliver to the Bank promptly at the Bank's request additional copies of any or all of such papers or writings, and such other information with respect to any Accounts Receivable as the Bank may in its sole and absolute discretion deem to be necessary.
4.5 The Debtor shall promptly make, stamp or record such entries or legends on the Debtor's books and records or on any of the Collateral, as the Bank shall request, to indicate and disclose that the Collateral has been assigned to the Bank or that the Bank has a security interest in such Collateral, and to maintain in the Bank's favor a perfected first priority security interest in all Accounts Receivable and other Collateral provided to the Bank.
4.6 The Debtor shall execute and deliver such written assignments of all its Accounts Receivable as the Bank shall require; provided however that the failure to execute and deliver such written assignments shall not affect or limit the Bank's security interest or other rights in and to such Accounts Receivable.
4.7 In the event of any change in the status of an Account Receivable from that which is Eligible to that which is not, or the rejection of goods, delay in performance, or claims made in regard to Accounts Receivable, Borrower shall pay to Bank on demand the unpaid portion of such Account Receivable. Borrower shall pay to Bank on demand the unpaid portion of any Account Receivable which was formerly an Eligible Account Receivable and which has been assigned or transferred to Bank or in which Bank otherwise has an interest if any petition under the Bankruptcy Code or any similar federal or state statute or a petition for receivership has been filed by or against the Account Debtor or its property or if it has made an assignment for the benefit of creditors, unless the unpaid portion of any former Eligible Account Receivable has been replaced by Borrower and Borrower remains within the limitation of Borrower's Availability.
4.8 In furtherance of the continuing security interest herein contained Debtor will, upon the creation or acquisition of Collateral, or at such intervals as Bank requires, provide Bank with confirmatory assignments in form satisfactory to Bank, copies of invoices to customers, evidence of shipment and delivery, and such further information and documentation as Bank may require and Debtor, at Bank's request, shall deliver to Bank all documents and written instruments constituting or relating to Collateral. Debtor will take any and all steps and observe such formalities and will execute and deliver all papers and instruments and do all things necessary to effectuate this Agreement and facilitate liquidation of Collateral, including collection of Accounts Receivable. The delivery of any information and documentation pursuant to this Agreement shall be deemed to be a certification by Debtor that as of the date of such delivery, such information and documentation is true and correct in all material respects and does not omit any material fact required to be stated therein or necessary in order to make such information and documentation not misleading and shall also be deemed a certification that Debtor has no knowledge of any Default or Event of Default under this Agreement.
4.9 At the time any Account Receivable becomes subject to a security interest in favor of Bank: said Account Receivable shall be a good and valid account representing an undisputed, unconditional bona fide indebtedness incurred by the Account Debtor named therein for merchandise sold and delivered, or if so indicated in the papers delivered to Bank sold and shipped, or sold and held subject to delivery instructions, or for services theretofore fully performed by the Debtor for said Account Debtor. There are and shall be no setoff counterclaims or rights of recoupment against any such Account Receivable; no agreement under which any deduction or discount may be claimed shall have been made with Debtor on any such Account Receivable except as indicated in a written list, statement, or invoice furnished to Bank; and Debtor shall be the lawful owner of each such Account Receivable and shall have the right to subject the same to a first and prior security interest in favor of Bank, without limitation by any agreement or document to which Debtor is a party or by which it is bound. No such Account Receivable shall have been or shall thereafter be sold, assigned or transferred to any Person other than Bank or in any way encumbered except to Bank and no other Person shall have proceeds claims thereto, and the Debtor shall defend the same against the claims and demands of all persons.
4.10 Debtor hereby constitutes Bank and each of its officers, agents or designees as Debtor's attorney in fact, with power to endorse the name of Debtor upon any notes acceptances, checks, drafts, money orders or other evidences of payment or Collateral that may come into Bank's possession; to sign Debtor's name to any invoice or ▇▇▇▇ of lading relating to any Collateral, drafts against Account Debtors, assignments, verifications and notices to Account Debtors; to send verifications of Collateral to any Account Debtor; to execute Debtor's name as well as its own name and to file financing statements and other instruments or documents; to do all other acts and thinto
Appears in 1 contract
Sources: Loan and Security Agreement (Coffee Holding Co Inc)