Exhibit B Commercial Pledge Agreement
| Principal | Loan Date | Maturity | Loan No | Call / Coll | Account | Officer | Initials | |||||||
| $1,992,715.00 | 10-11-2005 | 10-11-2006 | 704023 | 1766 09 | RLS |
References in the shaded areas are for Lender’s use only and don not limit the applicability of this document to any particular loan or item.
Any item above containing. “***” has been omitted due to text length limitations.
Any item above containing. “***” has been omitted due to text length limitations.
Grantor:
|
▇▇▇▇▇ ▇ ▇▇▇▇▇▇ | Lender: | Post Oak Bank, N.A. | |||
| ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ | ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ | |||||
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ | |||||
| (▇▇▇) ▇▇▇-▇▇▇▇ |
THIS COMMERCIAL PLEDGE AGREEMENT dated October 11, 2005, is made and executed between
▇▇▇▇▇ ▇ ▇▇▇▇▇▇ (“Grantor”) and Post Oak Bank, N.A. (“Lender”).
GRANT
OF SECURITY INTEREST. For valuable consideration, Grantor grants
to Lender a security
interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the
rights stated in this Agreement with respect to the Collateral, in
addition to all other rights
which Lender may have by law.
COLLATERAL DESCRIPTION. The word “Collateral” as used in this Agreement means all of Grantor’s
property (however owned if more than one), in the possession of
Lender (or in the possession of
a third party subject to the control of Lender), whether existing now or later and whether
tangible or intangible in character, including without limitation each and all of the
following:
225000
Shares of TEAM INC Stock, Cusip No. ▇▇▇▇▇▇▇▇▇
In
addition, the word “Collateral” includes all of
Grantor’s property (however owned),
in the possession of Lender (or in the possession of a third
party subject to the control
of Lender), whether now or hereafter existing and whether tangible or intangible in character,
including without limitation each of the following:
(A) All
property to which Lender acquires title
or documents of title.
(B) All property assigned to Lender.
(C) All
promissory notes, bills of exchange, stock certificates, bonds, savings passbooks,
time certificates of deposit, insurance policies, and all other instruments and evidences of an obligation.
(D) All
records relating to any of the property described in this Collateral section, whether
in the form of a writing, microfilm, microfiche, or electronic media.
(E) All Income
and Proceeds from the Collateral as defined herein.
CROSS-COLLATERALIZATION. In addition to the Note, this Agreement
secures all obligations,
debts and liabilities, plus interest thereon, of Grantor to Lender, of any one or more of
them, as well as all claims by Lender against Grantor or any one or more of them, whether now
existing or hereafter existing, whether related or unrelated to the purpose of the Note,
whether voluntary or otherwise, whether due or not due, direct or
indirect, determined or
undetermined, absolute or contingent, liquidated or unliquidated whether Grantor may be liable
individually or jointly with others, whether obligated as guarantor, surety, accommodation
party or otherwise. However, this Agreement shall not secure, and the
“Indebtedness” shall not include, any obligations arising
under Subchapters E and F of Chapter
342 of the Texas Finance Code, as amended.
RIGHT OF
SETOFF. To the extent permitted by applicable law. Lender reserves a
right of setoff
in all Grantor’s accounts with Lender (whether checking,
savings, or some other account).
This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may
open in the future. However, this does not include any ▇▇▇ or ▇▇▇▇▇ accounts, or any trust
accounts for which setoff would be prohibited by law. Grantor
authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing to
the Indebtedness against
any and all such accounts,
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL.
Grantor represents and warrants to Lender that:
Ownership.
Grantor is the lawful owner at the Collateral free and clear of all security
interests, liens, encumbrances and claims of others except as
disclosed to and accepted by
Lender in writing prior to execution of this Agreement.
Right to Pledge, Grantor has the full right, power and authority to enter into this
Agreement and to pledge the Collateral.
Authority;
Binding Effect. Grantor has the full right, power and authority to enter into this
Agreement and to grant a security interest in the Collateral to
Lender. This Agreement is
binding upon Grantor as well as Grantor’s successors and
assigns, and is legally enforceable
in accordance with its terms. The foregoing representations and warranties, and all other
representations and warranties contained in this Agreement are and
shall be continuing in
nature and shall remain in full force and effect until such time as this Agreement is
terminated or cancelled as provided herein.
No
Further Assignment. Grantor has not, and shall not, sell, assign,
transfer, encumber or otherwise dispose of any of Grantor’s rights in the Collateral except as provided in this
Agreement.
No
Defaults. There are no defaults existing under the Collateral,
and there are no offsets
or counterclaims to the same. Grantor will strictly and promptly
perform each of the terms,
conditions, covenants and agreements, if any, continued in the Collateral which are to be
performed by Grantor.
No Violation. The
execution and delivery of this Agreement will not violate any law or
agreement governing Grantor or to which Grantor is
a party.
Financing
Statements. Grantor authorizes Lender to file a UCC financing statements, or
alternatively, a copy of this Agreement to perfect Lender’s security interest. At Lender’s
request. Grantor additionally agrees to sign all other documents that are necessary to
perfect, protect, and continue Lender’s security interest in the Property. Grantor will pay
all filing fees, title transfer fees, and other fees and costs involved unless
prohibited by law or unless Lender is required by law to pay such
fees and costs. Grantor irrevocably appoints Lender to execute documents necessary to transfer title if there is
a default. Lender may file a copy of this Agreement as a financing
statement. If Granter changes Granter’s name or address, or the
name or address of any person granting a
security interest under this Agreement changes, Grantor will
promptly notify the Lender of
such change.
| Loan No: 704023 | (Continued) | Page 2 |
LENDER’S
RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. Lender may hold the
Collateral until all indebtedness has been paid and satisfied. Thereafter Lender may deliver
the Collateral to Grantor or to any other owner of the Collateral. Lender shall have the
following rights in addition to all other rights Lender may have by law:
Maintenance
and Protection of Collateral. Lender may, but shall not be obligated to,
take such steps as it deems necessary or desirable to protect, maintain, insure, store, or
care for the Collateral, including paying of any liens or claims
against the Collateral. This may include such things as hiring other people, such as attorneys, appraisers or
other experts. Lender may charge Grantor for any cost incurred in so doing. When applicable
law provides more than one method of perfection of Lender’s
security interest, Lender may choose the method(s) to be used. If the Collateral consists of stock, bonds or other
investment property for which no certificate has been issued, Grantor
agrees, at Lender’s request, either to request issuance of an appropriate certificate or to give instructions
on Lender’s forms to the issuer, transfer agent, mutual fund company, or broker, as the
case may be, to record on its books or records Lender’s security interest in the
Collateral. Grantor also agrees to execute any additional documents, including but not
limited to, a control agreement, necessary to perfect Lender’s
security interest as Lender may
desire.
Income
and Proceeds from the Collateral. Lender may receive all Income and Proceeds and add
it to the Collateral. Grantor agrees to deliver to Lender immediately upon receipt, in the
exact form received and without commingling with other property, all Income and Proceeds
from the Collateral which may be received by, paid, or delivered to Grantor or for
Grantor’s account, whether as an addition to, in discharge of,
in substitution of, or in exchange for any of the Collateral.
Application
of Cash. At Lender’s option, Lender may apply any cash, whether included in the
Collateral or received as Income and Proceeds or through liquidation,
sale, or retirement,
of the Collateral, to the satisfaction of the Indebtedness or such portion thereof as
Lender shall choose, whether or not matured.
Transactions
with Others. Lender may (1) extend time for payment or other performance, (2)
grant a renewal or change in terms or conditions, or (3) compromise, compound or release any obligation, with any one or more
Obligors, endorsers, or Guarantors of the
Indebtedness as Lender deems advisable, without obtaining the prior written consent of
Grantor, and no such act or failure to act shall
affect Lender’s rights against Grantor or the Collateral.
All
Collateral Secures Indebtedness. All Collateral shall be security for the indebtedness,
whether the Collateral is located at one or more offices or branches of Lender. This will
be the case whether or not the office or branch where Grantor obtained Grantor’s loan knows
about the Collateral or relies upon the Collateral as security.
Collection
of Collateral. Lender at Lender’s option may, but need not, collect the Income
and Proceeds directly from the Obligors. Grantor authorizes and directs the Obligors, if
Lender decides to collect the Income and Proceeds, to pay and deliver
to Lender all Income and Proceeds from the Collateral and to
accept Lender’s receipt for the payments.
Power
of Attorney. Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact, with
full power of substitution, (a) to demand, collect, receive, receipt for, ▇▇▇ and recover
all Income and Proceeds and other sums of money and other property which may now or
hereafter become due, owing or payable from the Obligors in accordance with the terms of
the Collateral; (b) to execute, sign and endorse any and all instruments, receipts, checks,
drafts and warrants issued in payment for the Collateral; (c) to settle or compromise any
and all claims arising under the Collateral, and in the place and stead of Grantor,
execute and deliver Grantor’s release and acquittance for Grantor; (d} to file any claim or
claims or to take any action or institute or take part in any proceedings, either in
Lender’s own name or in the name of Grantor, or otherwise, which in the discretion of
Lender may seem to be necessary or advisable; and (e) to execute in Grantor’s name and to
deliver to the Obligors on Grantor’s behalf, at the time and in the manner specified by the
Collateral, any necessary instruments or documents.
Perfection
of Security Interest. Upon Lender’s request, Grantor will deliver to Lender any
and all of the documents evidencing or constituting the Collateral. When applicable law
provides more than one method of perfection of Lender’s security
interest, Lender may
choose the method(s) to be used. Upon Lender’s request, Grantor will sign and deliver any
writings necessary to perfect Lender’s security interest. If any of the Collateral consists
of securities for which no certificate has been issued, Grantor agrees, at Lender’s option,
either to request issuance of an appropriate certificate or to execute appropriate
instructions on Lender’s forms instructing the issuer, transfer agent, mutual fund company,
or broker, as the case may be, to record on its books or records, by book-entry or
otherwise, Lender’s security Interest in the Collateral. Grantor hereby appoints Lender as
Grantor’s Irrevocable attorney-in-fact for the purpose of executing any documents necessary
to perfect, amend, or to continue the security interest granted in this Agreement or to
demand termination of filings of other secured parties. This is a continuing Security
Agreement and will continue in effect even though all or any part of the Indebtedness is
paid in full and even though for a period of time Grantor may not be
indebted to Lender.
LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect
Lender’s interest in the Collateral or if Grantor fails to
comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor’s failure to discharge
or pay when due any amounts Grantor is required to discharge or pay under this Agreement or
any Related Documents, Lender on Grantor’s behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to discharging or paying
all taxes, liens, security interests, encumbrances and other claims, at any time levied or
placed on the Collateral and paying all costs for insuring, maintaining and preserving the
Collateral. All such expenditures paid by Lender for such purposes
will then bear interest at the Note rate from the date paid by Lender
to the date of repayment by Grantor. To the extent
permitted by applicable law, all such expenses will become a part of the Indebtedness and, at
Lender’s option, will (A) be payable on demand; (B) be
added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due during either (1)
the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note’s maturity. The
Agreement also will secure payment of these amounts. Such right shall be in addition to all
other rights and remedies to which Lender may be entitled upon Default.
LIMITATIONS
ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care in the physical
preservation and custody of the Collateral in Lender’s possession, but shall have no other
obligation to protect the Collateral or its value. In particular, but without limitation,
Lender shall have no responsibility for (A) any depreciation in value of the Collateral or for
the collection or protection of any Income and Proceeds from the
Collateral, (B) preservation of
rights against parties to the Collateral or against third persons, (C) ascertaining any
maturities, calls, conversions, exchanges, offers, tenders, or similar matters relating to any
of the Collateral, or (D) informing Grantor about any of the above, whether or not Lender has
or is deemed to have knowledge of such matters. Except as provided
above, Lender shall have no
liability for depreciation or deterioration of the Collateral.
| Loan No: 704023 | (Continued) | Page 3 |
DEFAULT. Each of the following shall constitute an
Event of Default under this Agreement:
Payment
Default. Grantor fails to make any payment when due under the Indebtedness.
Other
Defaults. Grantor fails to comply with or to perform any other term, obligation,
covenant or condition contained in this Agreement or
in any of the Related Documents or to comply with or to perform any term, obligation,
covenant or condition contained in any other
agreement between Lender and Grantor.
Default
in Favor of Third Parties. Should Grantor or any Grantor default under any loan,
extension of credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially affect any of
Grantor’s property of Grantor’s or any Grantor’s ability to repay the Indebtedness or
perform their respective obligations under this Agreement or any of the Related Documents.
False
Statements. Any warranty, representation or statement made or furnished to Lender by
Grantor or on Grantor’s behalf, under this Agreement or the Related Documents is false or
misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.
Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in
full force and effect (including failure of any collateral document to create a valid and
perfected security interest or lien) at any time and for any reason.
Death
or Insolvency. The death of Grantor, the insolvency of Grantor, the appointment of a
receiver for any part of Grantor’s property, any assignment for the benefit of creditors,
any type of creditor workout, or the commencement of any proceeding under any bankruptcy
or insolvency laws by or against Grantor.
Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,
whether by judicial proceeding, self-help, repossession or any other method, by any creditor
of Grantor or by any governmental agency against any collateral securing the Indebtedness.
This includes a garnishment of any of Grantor’s account, including deposit accounts, with
Lender. However, this Event of Default shall not apply if there is a good faith dispute by
Grantor as to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Grantor gives Lender written notice of the
creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the
creditor or forfeiture proceeding, in an amount determined by Lender, in its sole
discretion, as being an adequate reserve or bond for the dispute.
Insufficient
Market Value of Securities. Stock Cusip. No. ▇▇▇▇▇▇▇▇▇: The Collateral to loan
percentage falls below 200.00%; and as a result of the deterioration of the market value of
the Collateral, Grantor does not, by the close of business on the next business day after
Grantor has received notice from Lender of the deterioration, either (1) reduce the amount
of the Indebtedness in this loan as required by Lender or (2) pledge or grant an
additional security interest to increase the value of the Collateral as required by Lender.
Events
Affecting Guarantor. Any of the preceding events occurs with respect to any
guarantor, endorser, surety, or accommodation party of any of the Indebtedness or
guarantor, endorser, surety, or accommodation party dies or becomes incompetent or revokes
or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
Adverse
Change. A material adverse change occurs in Grantor’s financial condition, or
Lender believes the prospect of payment or performance of the Indebtedness is impaired.
Insecurity. Lender in good faith believes itself insecure.
RIGHTS
AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any
time thereafter, Lender may exercise any
one or more of the following rights and remedies:
Accelerate
Indebtedness. Declare all Indebtedness immediately due and payable, without notice
of any kind to Grantor.
Collect
the Collateral. Collect any of the Collateral and, at Lender’s option and to the
extent permitted by applicable law, retain possession of the Collateral while suing on the
Indebtedness.
Sell
the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels,
at one or more public or private sales. Unless the Collateral is perishable or threatens
to decline speedily in value or is of a type customarily sold on a
recognized market, Lender shall give or mail to Grantor, and other persons as required by law,
notice at least ten (10) days in advance of the time and place of any public sale, or of
the time after which any private sale may be made. However, no notice need be provided to
any person who, after an Event of Default occurs, enters into and authenticates an
agreement waiving that person’s right to notification of sale. Grantor agrees that any
requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by
ordinary mail addressed to Grantor at the last address Grantor has given Lender in
writing. If a public sale is held, there shall be sufficient compliance with all
requirements of notice to the public by a single publication in any newspaper of general
circulation in the county where the Collateral is located, setting forth the time and place
of sale and a brief description of the property to be sold. Lender may be a purchaser at
any public sale.
Sell
Securities. Sell any securities included in the Collateral in a manner consistent with
applicable federal and state securities laws. If, because of restrictions under such laws,
Lender is unable, or believes Lender is unable, to sell the securities in an open market
transaction, Grantor agrees that Lender will have no obligation to delay sale until the
securities can be registered. Then Lender may make a private sale to one or more persons or
to a restricted group of persons, even though such sale may result in a price that is less
favorable than might be obtained in an open market transaction. Such a sale will be
considered commercially reasonable. If any securities held as
Collateral are “restricted
securities” as defined in the Rules of the Securities and Exchange Commission (such as
Regulation D or Rule 144) or the rules of state securities departments under state “Blue
Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer
of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family,
nor any other person signing this Agreement will sell or dispose of any securities of such
issuer without obtaining Lender’s prior written consent.
Rights and Remedies with Respect to Investment Property, Financial Assets and Related
Collateral. In addition to other rights and remedies granted under this Agreement and under
applicable law, Lender may exercise any or all of the following rights and remedies: (1)
register with any issuer or broker or other securities intermediary any of the Collateral
consisting of investment property or financial assets (collectively
herein, “investment property”) in Lender’s sole name
or in the name of Lender’s broker, agent or nominee; (2)
cause any issuer, broker or other securities intermediary to deliver
to Lender any of the Collateral consisting of securities, or investment property capable of being delivered; (3)
enter into a control agreement or power of attorney with any issuer or securities
intermediary with respect to any Collateral consisting of investment property, on such terms
as Lender may deem appropriate, in its sole discretion, including without
| Loan No: 704023 | (Continued) | Page 4 |
limitation, an agreement granting to Lender any of the rights provided hereunder without
further notice to or consent by Grantor; (4) execute any such control agreement on Grantor’s
behalf and in Grantor’s name, and hereby irrevocably appoints
Lender as agent and attorney-in-fact, coupled with an interest, for
the purpose at executing such control agreement
on Grantor’s behalf; (5) exercise any and all rights of Lender
under any such control agreement or power of attorney; (6) exercise any voting, conversion, registration,
purchase, option, or other rights with respect to any Collateral;
(7) collect, with or without legal action, and issue receipts
concerning any notes, checks, drafts, remittances
or distributions that are paid or payable with respect to any Collateral consisting of
investment property. Any control agreement entered with respect to
any investment property shall
contain the following provisions, at Lender’s discretion.
Lender shall be authorized to instruct the issuer, broker or other
securities intermediary to take or to refrain from
taking such actions with respect to the investment property as Lender may instruct, without
further notice to or consent by Grantor. Such actions may include without limitation the
issuance of entitlement orders, account instructions, general trading or buy or sell orders,
transfer and redemption orders, and stop loss orders. Lender shall be further emitted to
instruct the issuer, broker or securities intermediary to sell or to liquidate any investment
property, or to pay the cash surrender or account termination value
with respect to any and all investment property, and to deliver all
such payments and liquidation proceeds to Lender.
Any such control agreement shall contain such authorizations as are necessary to place Lender in “control” of such investment collateral, as contemplated
under the provisions of the Uniform Commercial Code, and shall fully
authorize Lender to
Issue “entitlement orders” concerning the transfer, redemption, liquidation or disposition of
investment collateral, in conformance with the provisions of the
Uniform Commercial Code
Foreclosure.
Maintain a judicial suit for foreclosure and sale of the Collateral.
Transfer
Title. Effect transfer of title upon sale or all or part of the Collateral. For
this purpose, Grantor irrevocably appoints Lender as Grantor’s
attorney-in-fact to execute
endorsements, assignments and instruments in the name of Grantor and
each of them (if more
than one) as shall be necessary or reasonable.
Other
Rights and Remedies. Have and exercise any or all of the rights and remedies of a
secured creditor under the provisions of the Uniform Commercial Code,
at law in equity, if otherwise.
Application
of Proceeds. Apply any cash which is part of the Collateral, or which is
received from the collection or sale of the Collateral, to reimbursement of any
expenses, including any costs for registration of securities, commissions incurred in
connection with the sale. Lender’s reasonable attorneys’ fees and court costs, whether or not
there is a lawsuit and including any fees on appeal, incurred by
Lender in connection with
the collection and sale of such Collateral and to the payment of the
Indebtedness of Grantor to Lender, with any excess funds to be paid
to Grantor as the interests of Grantor may
appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after
application of the proceeds of the Collateral to the indebtedness.
Election
of Remedies. Except as may be prohibited by applicable law, all of Lender’s rights
and remedies, whether evidenced by this
Agreement, the related Documents, or by any other writing, shall be cumulative and may be
exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an
election to make expenditures or to take action to
perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform,
shall not affect Lender’s right to declare a default
and exercise its remedies.
MISCELLANEOUS
PROVISIONS. Tho following miscellaneous provisions are a part of this Agreement:
Amendments. This Agreement, together with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this Agreement. No
alteration of or amendment to this Agreement shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the
alteration or amendment.
Attorneys’
Fees; Expenses. Grantor agrees to pay upon demand all of
Lender’s costs and expenses, including Lander’s reasonable attorneys’ fees and Lender’s legal
expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or
pay someone else to help enforce this Agreement, and Grantor shall pay the coats end expenses
of such enforcement. Costs and expenses include Lender’s reasonable attorneys’ fees and legal
expenses whether or not there is a lawsuit, including Lender’s reasonable attorneys’ fees and
legal expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment collection
services. Grantor also shall pay all court costs and such additional fees as may be directed
by the court.
Caption
Headings. Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Governing
Law. This Agreement will be governed by federal law applicable to
Lender and, to the extent not preempted by federal law, the laws of the State of Texas without regard to
its conflicts of law provisions. This Agreement has been accepted by Lender in the State of
Texas.
No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this
Agreement unless such waiver is given in writing and signed by Lender. No delay or omission
on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice ar
constitute a waiver of Lender’s right otherwise to demand strict compliance with that
provision or any other provision of this Agreement. No prior waiver by Lender, nor any course
of dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights or
of any of Grantor’s obligations as to any future transactions. Whenever the consent of Lender
is required under this Agreement, the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instances where such consent is
required and in all cases such consent may be granted or withheld in
the sole discretion of Lender.
Notices.
Any notice required to be given under this Agreement shall be given in writing, and
shall be effective when actually delivered, when actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier,
or, if mailed, when deposited in the United States mail, as first class, certified or
registered mail postage prepaid, directed to the addresses shown near the beginning of this
Agreement. Any party may change its address for notices under this Agreement by giving formal
written notice to the other parties, specifying that the purpose of
the notice is to change the party’s address. For notice
purposes, Grantor agrees to keep Lender informed at all times
of Grantor’s current address. Unless otherwise provided or
required by law, if there is more
than one Grantor, any notice given by Lender to any Grantor is deemed
to be notice given to all Grantors.
Severability. If a court of
competent jurisdiction finds any provision of this Agreement to
be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the
offending provision illegal, invalid, or unenforceable as to any other circumstance. If
feasible,