Common use of Collateral General Terms Clause in Contracts

Collateral General Terms. 2.01 To secure the prompt, full and faithful performance to Secured Party of Borrower’s Obligations, Debtor grants to Secured Party a security interest in and to, and pledges and assigns to Secured Party, all of the following, now owned and hereafter acquired by Debtor and/or Debtor’s customers (referred to individually and/or collectively as the “Collateral”): all right, title, share and interest in, to and under (a) the securities account listed on Schedule I attached hereto and incorporated by reference (the “Collateral Account”); (b) those shares of stock, securities, security entitlements, and/or financial assets, together with any and all distributions, whether in cash or in kind, upon or in connection therewith, whether such distributions or payments are dividends, are in partial or complete liquidation, or are the result of reclassification, readjustment or other changes in the capital structure of the Person issuing the same, or otherwise, and any and all subscriptions, warrants, options and other rights issued upon and/or in connection therewith (collectively, the “Securities”), in each case, as deposited or held in or transferred or credited to or carried in the Collateral Account from time to time; (c) any and all monies, reserves, deposits, certificates of deposit and deposit accounts and interest or dividends, securities, investment property, cash, cash equivalents and other property now or at any time or times hereafter in the possession or under the control of Secured Party, its parent, Subsidiaries or Affiliates or its bailee; (c) any and all accessions to any of the Collateral and all substitutions, renewals, improvements and replacements of and additions thereto; and (d) all proceeds of the foregoing (whether in the form of cash, proceeds of insurance policies, instruments, documents, general intangibles, contract rights, accounts, chattel paper, or otherwise). Notwithstanding anything to the contrary, “Collateral” shall not include any (i) deposit accounts or securities accounts holding solely assets that have been segregated for the exclusive benefit of Debtor’s customers or such segregated assets, or (ii) trust or other fiduciary deposit accounts or securities accounts and the assets therein. 2.02 Debtor shall execute and/or deliver to Secured Party upon request, at any time and from time to time hereafter, all agreements, instruments, documents and other written matter (the “Supplemental Documentation”) that Secured Party reasonably may request, in form and substance acceptable to Secured Party, to perfect and maintain Secured Party’s perfected security interest, lien and/or encumbrance in and/or pledge and assignment of the Collateral and to consummate the transactions contemplated in or by this Agreement. 2.03 Debtor warrants and represents to and covenants with Secured Party that: (a) Debtor shall have, and Debtor shall continue to have, good and marketable title to the Securities, free from any Liens, encumbrances, defenses and adverse claims other than the Liens created by this Agreement, the rights of Borrower’s customers with respect to Collateral consisting of customer securities, and Permitted Liens; (b) Debtor will defend the Securities against all claims or demands of all Persons (other than Secured Party and holders of Permitted Liens) claiming the Securities or any interest therein; (c) immediately upon the delivery and pledge of any Securities as herein contemplated, Secured Party will have a first and prior security interest in (and upon foreclosure as contemplated by this Agreement, Secured Party will have good title to, and will be the sole owner of) each of the Securities so delivered and pledged, free and clear of any other pledge, Lien, encumbrance or security interest other than Permitted Liens; and (d) as of the date delivered, all Securities delivered under this Agreement shall be, to the best knowledge of the Officers, free from default.

Collateral General Terms. 2.01 2.1 To secure the prompt payment to Bank of Borrower's Liabilities, and the prompt, full and faithful performance to Secured Party of Borrower’s 's Obligations, Debtor Borrower grants to Secured Party Bank a security interest in and to, and pledges and assigns to Secured PartyBank, all of the following, Borrower's now owned and hereafter acquired by Debtor and/or Debtor’s customers acquired: (referred to individually and/or collectively as the “Collateral”): all a) right, title, share and interest in, to and under (a) the securities account listed on Schedule I attached hereto and incorporated by reference (the “Collateral Account”); (b) those shares of stockstock and/or other securities and investment property located in Depository Trust Company Account No(s). 2270, securities, security entitlements, and/or financial assetsand that have been specifically pledged as collateral to Bank, together with any and all distributions, whether in cash or in kind, upon or in connection therewith, whether such distributions or payments are dividends, are in partial or complete liquidation, or are the result of reclassification, readjustment or other changes in the capital structure of the Person person issuing the same, or otherwise, and any and all subscriptions, warrants, options and other rights issued upon and/or in connection therewith (collectively, the “"Securities”"), in each case, as deposited or held in or transferred or credited to or carried in the Collateral Account from time to time; (cb) any and all investment property, monies, reservesrevenues, deposits, certificates of deposit and deposit accounts and interest or dividendsdividends thereon, securities, investment property, cash, cash equivalents and other property now or at any time or times hereafter in the possession or under the control of Secured PartyBank, its parent, Subsidiaries subsidiaries or Affiliates affiliates, or its bailee; (c) any and all accessions to any of the Collateral and all substitutions, renewals, improvements and replacements of and additions thereto; and (d) any and all other property of Borrower, real and/or personal, in which Borrower heretofore, now and/or from time to time hereafter has granted or grants to Bank a security interest, lien, claim or other encumbrance; and (e) all products and proceeds of the foregoing (whether in the form of cash, proceeds of insurance policies, instruments, documents, general intangibles, investment property, contract rights, accounts, chattel paper, inventory equipment, goods or otherwise). Notwithstanding anything All of the foregoing is referred to herein individually and/or collectively as the contrary, “"Collateral” shall not include any (i) deposit accounts or securities accounts holding solely assets that have been segregated for the exclusive benefit of Debtor’s customers or such segregated assets, or (ii) trust or other fiduciary deposit accounts or securities accounts and the assets therein". 2.02 Debtor 2.2 Borrower shall execute and/or deliver to Secured Party Bank upon request, at any time and from time to time hereafter, all agreements, instruments, documents and other written matter (the “"Supplemental Documentation”") that Secured Party Bank reasonably may request, in form and substance acceptable to Secured PartyBank, to perfect and maintain Secured Party’s Bank's perfected security interest, lien and/or encumbrance in and/or pledge and assignment of the Collateral and to consummate the transactions contemplated in or by this Agreement. 2.03 Debtor 2.3 Borrower warrants and represents to and covenants with Secured Party that: (a) Debtor Bank that Bank's security interest in the Collateral is now and at all times hereafter shall have, be perfected and Debtor shall continue to have, good and marketable title to the Securities, free from any Liens, encumbrances, defenses and adverse claims other than the Liens created by this Agreement, the rights of Borrower’s customers with respect to Collateral consisting of customer securities, and Permitted Liens; (b) Debtor will defend the Securities against all claims or demands of all Persons (other than Secured Party and holders of Permitted Liens) claiming the Securities or any interest therein; (c) immediately upon the delivery and pledge of any Securities as herein contemplated, Secured Party will have a first and prior security interest in (and upon foreclosure as contemplated by this Agreement, Secured Party will have good title to, and will be the sole owner of) each of the Securities so delivered and pledged, free and clear of any other pledge, Lien, encumbrance or security interest other than Permitted Liens; and (d) as of the date delivered, all Securities delivered under this Agreement shall be, to the best knowledge of the Officers, free from defaultpriority.

Collateral General Terms. 2.01 4.1 To secure the prompt payment to Bank of Borrower’s Liabilities and the prompt, full and faithful performance by Borrower of all of the provisions to Secured Party of Borrower’s Obligationsbe kept, Debtor observed or performed by Borrower under this Agreement and/or the Other Agreements, Borrower grants to Secured Party Bank a security interest in and to, and pledges and collaterally assigns to Secured PartyBank, all of Borrower’s property, wherever located, whether now or hereafter existing, owned, licensed, leased (to the followingextent of Borrower’s leasehold interest therein), now owned and hereafter acquired by Debtor consigned (to the extent of Borrower’s ownership therein), arising and/or Debtor’s customers (referred to individually and/or collectively as the “Collateral”): acquired, including all right, title, share and interest in, to and under of Borrower’s: (a) the securities account listed on Schedule I attached hereto Accounts, chattel paper, tax refunds, contract rights, leases, leasehold interests, letters of credit, instruments, documents, documents of title, patents, copyrights, trademarks, tradenames, licenses, goodwill, beneficial interests and incorporated by reference (the “Collateral Account”)general intangibles; (b) those shares of stockall goods whose sale, securities, security entitlements, and/or financial assets, together with any and all distributions, whether in cash or in kind, upon or in connection therewith, whether such distributions or payments are dividends, are in partial or complete liquidation, or are the result of reclassification, readjustment lease or other changes in the capital structure of the Person issuing the same, or otherwise, disposition by Borrower have given rise to Accounts and any and all subscriptions, warrants, options and other rights issued upon and/or in connection therewith (collectively, the “Securities”), in each case, as deposited or held in or transferred or credited have been returned to or carried repossessed or stopped in the Collateral Account from time to timetransit by Borrower; (c) certificated and uncertificated securities; (d) goods, including all its consumer goods, machinery, equipment, farm products, fixtures and inventory; (e) liens, guaranties and other rights and privileges pertaining to any and all of the Collateral; (f) monies, reserves, deposits, certificates of deposit and deposit accounts and interest or dividends, securities, investment property, cashdividends thereon, cash equivalents and other or cash equivalents; (g) all property now or at any time or times hereafter in the possession possession, or under the control of Secured Party, its parent, Subsidiaries or Affiliates Bank or its bailee; (ch) any and all accessions to any of the Collateral foregoing, all litigation proceeds pertaining to the foregoing and all substitutions, renewals, improvements and replacements of and additions theretoto the foregoing; (i) all books, records and computer records in any way relating to the Collateral herein described; and (dj) any and all obligations, contingent or otherwise, whether now existing or hereafter arising, of Borrower to the Bank arising under or in connection with Rate Management Transactions. 4.2 All of the aforesaid property and products and proceeds of the foregoing (whether in the form of cashParagraph 4.1 above, including, proceeds of insurance policies, instruments, documents, general intangibles, contract rights, accounts, chattel paper, or otherwise). Notwithstanding anything to policies insuring the contrary, foregoing are herein individually and collectively called the “Collateral.” The terms used herein to identify the Collateral shall not include any (i) deposit accounts or securities accounts holding solely assets that have been segregated for the exclusive benefit of Debtor’s customers or same meaning as are assigned to such segregated assets, or (ii) trust or other fiduciary deposit accounts or securities accounts and the assets therein. 2.02 Debtor shall execute and/or deliver to Secured Party upon request, at any time and terms as in effect from time to time hereafterin the UCC. 4.3 Borrower shall make appropriate entries upon its financial statements and its books and records disclosing Bank’s security interest in the Collateral. 4.4 Borrower shall execute and deliver to Bank, at the request of Bank, all agreements, instruments, instruments and documents and other written matter (the “Supplemental Documentation”) that Secured Party Bank reasonably may request, in form and substance acceptable to Secured PartyBank, to perfect and maintain Secured Partyperfected Bank’s perfected security interest, lien and/or encumbrance interest in and/or pledge and assignment of the Collateral and to consummate the transactions contemplated in or by this AgreementAgreement and the Other Agreements. Borrower agrees that a carbon, photographic or photostatic copy, or other reproduction of this Agreement or of any financing statement, shall be sufficient to evidence Bank’s security interest. 2.03 Debtor 4.5 Bank shall have the right upon 48-hour prior written notice, at any time during Borrower’s usual business hours, to inspect the Collateral and all related records (and the premises upon which it is located) and to verify the amount and condition of or any other matter relating to the Collateral. 4.6 Borrower warrants and represents to and covenants with Secured Party Bank that: (a) Debtor Bank’s security interest in the Collateral is now and at all times hereafter shall have, be perfected and Debtor shall continue have a first priority except as expressly agreed to have, good and marketable title to in writing by the Securities, free from any Liens, encumbrances, defenses and adverse claims other than the Liens created by this Agreement, the rights of Borrower’s customers with respect to Collateral consisting of customer securities, and Permitted LiensBank; (b) Debtor all of the Collateral currently owned by Borrower and all of the Collateral hereafter acquired is, or will defend be held or stored at Borrower’s principal place of business as set forth on Schedule 7.1 and Borrower shall not remove such Collateral therefrom except as may occur in the Securities against ordinary course of business, and shall not keep any of such Collateral at any other offices or locations unless Borrower gives Bank written notice thereof at least thirty (30) days prior thereto and the same is within the United States of America. 4.7 Upon an Event of Default and at the request of Bank, Borrower shall receive, as the sole and exclusive property of Bank and as trustee for Bank, all claims monies, checks, notes, drafts and all other payments for and/or proceeds of Collateral which come into the possession or demands under the control of all Persons (other than Secured Party Borrower and holders of Permitted Liens) claiming the Securities or any interest therein; (c) immediately upon receipt except for the delivery proceeds of an insured casualty claim as provided under Section 6.1 below. Borrower shall remit the same (or cause the same to be remitted), in kind, to Bank or at Bank’s direction. 4.8 Upon an Event of Default, Bank may take control of, in any manner, and pledge may endorse Borrower’s name to any of any Securities as herein contemplatedthe items of payment or proceeds described in Section 4.7 above and, Secured Party will have a first and prior security interest in (and upon foreclosure as contemplated by pursuant to the provisions of this Agreement, Secured Party will have good title toBank shall apply the same to and on account of Borrower’s Liabilities. 4.9 Bank may, and will at its option, at any time or times hereafter, but shall be the sole owner of) each of the Securities so delivered and pledgedunder no obligation to pay, free and clear acquire and/or accept an assignment of any other pledgesecurity interest, Lienlien, encumbrance or security interest other than Permitted Liens; and (d) as of claim asserted by any Person against the date delivered, all Securities delivered under this Agreement shall be, to the best knowledge of the Officers, free from defaultCollateral.

Collateral General Terms. 2.01 3.1 To secure the prompt payment to Bank of Borrower's Liabilities and the prompt, full and faithful performance by Borrower of all of the provisions to Secured Party of Borrower’s Obligationsbe kept, Debtor observed or performed by Borrower under this Agreement and/or the Other Agreements, Borrower grants to Secured Party Bank a security interest in and to, and pledges and collaterally assigns to Secured PartyBank, all of Borrower's property, wherever located, whether now or hereafter existing, owned, licensed, leased (to the followingextent of Borrower's leasehold interest therein), now owned and hereafter acquired by Debtor consigned (to the extent of Borrower's ownership therein), arising and/or Debtor’s customers (referred to individually and/or collectively as the “Collateral”): acquired, including without limitation all right, title, share and interest in, to and under of Borrower's: (a) the securities account listed on Schedule I attached hereto Accounts, chattel paper, tax refunds, contract rights, leases, leasehold interests, letters of credit, instruments, documents, documents of title, patents, copyrights, trademarks, tradenames, licenses, goodwill, beneficial interests and incorporated by reference (the “Collateral Account”)general intangibles; (b) those shares of stockall goods whose sale, securities, security entitlements, and/or financial assets, together with any and all distributions, whether in cash or in kind, upon or in connection therewith, whether such distributions or payments are dividends, are in partial or complete liquidation, or are the result of reclassification, readjustment lease or other changes in the capital structure of the Person issuing the same, or otherwise, disposition by Borrower have given rise to Accounts and any and all subscriptions, warrants, options and other rights issued upon and/or in connection therewith (collectively, the “Securities”), in each case, as deposited or held in or transferred or credited have been returned to or carried repossessed or stopped in the Collateral Account from time to timetransit by Borrower; (c) all investment property, including but not limited to certificated and uncertificated securities; (d) goods, including without limitation all its consumer goods, machinery, equipment, farm products, fixtures and inventory; (e) liens, guaranties and other rights and privileges pertaining to any and all of the Collateral; (f) monies, reserves, deposits, certificates of deposit and deposit accounts and interest or dividends, securities, investment property, cashdividends thereon, cash equivalents and other or cash equivalents; (g) all property now or at any time or times hereafter in the possession possession, or under the control of Secured Party, its parent, Subsidiaries or Affiliates Bank or its bailee; (ch) any and all accessions to any of the Collateral foregoing, all litigation proceeds pertaining to the foregoing and all substitutions, renewals, improvements and replacements of and additions theretoto the foregoing; and (di) all books, records and computer records in any way relating to the Collateral herein described. 3.2 All of the aforesaid property and products and proceeds of the foregoing (whether in the form of cashParagraph 3.1 above, including without limitation, proceeds of insurance policies, instruments, documents, general intangibles, contract rights, accounts, chattel paper, or otherwise)policies insuring the foregoing are herein individually and collectively called the "Collateral". Notwithstanding anything The terms used herein to identify the contrary, “Collateral” Collateral shall not include any (i) deposit accounts or securities accounts holding solely assets that have been segregated for the exclusive benefit same meaning as are assigned to such terms as of Debtor’s customers or such segregated assets, or (ii) trust or other fiduciary deposit accounts or securities accounts and the assets thereindate hereof in the Illinois Uniform Commercial Code. 2.02 Debtor 3.3 Borrower shall make appropriate entries upon its financial statements and its books and records disclosing Bank's security interest in the Collateral. 3.4 Borrower shall execute and/or and deliver to Secured Party upon requestBank, at any time and from time to time hereafterthe request of Bank, all agreements, instruments, instruments and documents and other written matter (the “"Supplemental Documentation”") that Secured Party Bank reasonably may request, in form and substance acceptable to Secured PartyBank, to perfect and maintain Secured Party’s perfected Bank's security interest, lien and/or encumbrance interest in and/or pledge and assignment of the Collateral and to consummate the transactions contemplated in or by this AgreementAgreement and the Other Agreements. Borrower agrees that a carbon, photographic or photostatic copy, or other reproduction of this Agreement or of any financing statement, shall be sufficient to evidence Bank's security interest. 2.03 Debtor 3.5 Bank shall have the right, at any time during Borrower's usual business hours, to inspect the Collateral and all related records (and the premises upon which it is located) and to verify the amount and condition of or any other matter relating to the Collateral. 3.6 Borrower warrants and represents to and covenants with Secured Party Bank that: (a) Debtor Bank's security interest in the Collateral is now and at all times hereafter shall have, be perfected and Debtor shall continue have a first priority except as expressly agreed to have, good and marketable title to in writing by the Securities, free from any Liens, encumbrances, defenses and adverse claims other than the Liens created by this Agreement, the rights of Borrower’s customers with respect to Collateral consisting of customer securities, and Permitted LiensBank; (b) Debtor will defend the Securities against all claims offices and/or locations where Borrower keeps the Collateral are specified at the end of this Paragraph and Borrower shall not remove such Collateral therefrom except as may occur in the ordinary course of business, and shall not keep any of such Collateral at any other offices or demands locations unless Borrower gives Bank written notice thereof at least thirty (30) days prior thereto and the same is within the United States of all Persons (other than Secured Party America; and holders of Permitted Liens) claiming the Securities or any interest therein; (c) the addresses specified at the end of this Paragraph include and designate Borrower's principal executive office, principal place of business and other offices and places of business and are Borrower's sole offices and places of business. Borrower, by written notice delivered to Bank at least thirty (30) days prior thereto, shall advise Bank of Borrower's opening of any new office or place of business or its closing of any existing office or place of business and any new office or place of business shall be within the United States of America. Borrower has places of business at the address shown at the beginning of this Agreement and at the locations listed below: 1) 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 2) 00000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxxxx 9544-783 3) 0000 00000-000 Xxxxxx, Xxxxxxxx Xxxxxx X0X0X0. All of the Collateral currently owned by Borrower and all of the Collateral hereafter acquired is, or will be held or stored at the locations listed below: 1) The address of the Borrower shown at the beginning of this Agreement; 2) 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 3) 00000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxxxx 9544-783 4) 0000 00000-000 Xxxxxx, Xxxxxxxx Xxxxxx X0X0X0 3.7 At the request of Bank, Borrower shall receive, as the sole and exclusive property of Bank and as trustee for Bank, all monies, checks, notes, drafts and all other payments for and/or proceeds of Collateral which come into the possession or under the control of Borrower and immediately upon receipt thereof, Borrower shall remit the delivery same (or cause the same to be remitted), in kind, to Bank or at Bank's direction. 3.8 Upon demand or upon an Event of Default, Bank may take control of, in any manner, and pledge may endorse Borrower's name to any of any Securities as herein contemplatedthe items of payment or proceeds described in Paragraph 3.7 above and, Secured Party will have a first and prior security interest in (and upon foreclosure as contemplated by pursuant to the provisions of this Agreement, Secured Party will have good title toBank shall apply the same to and on account of Borrower's Liabilities. 3.9 Bank may, and will at its option, at any time or times hereafter, but shall be the sole owner of) each of the Securities so delivered and pledgedunder no obligation to pay, free and clear acquire and/or accept an assignment of any other pledgesecurity interest, Lienlien, encumbrance or security interest other than Permitted Liens; and (d) as of claim asserted by any Person against the date delivered, all Securities delivered under this Agreement shall be, to the best knowledge of the Officers, free from defaultCollateral.

Collateral General Terms. 2.01 3.1 To secure the prompt payment to Bank of Borrower's Liabilities and the prompt, full and faithful performance by Borrower of all of the provisions to Secured Party of Borrower’s Obligationsbe kept, Debtor observed or performed by Borrower under this Agreement and/or the Other Agreements, Borrower grants to Secured Party Bank a security interest in and to, and pledges and collaterally assigns to Secured PartyBank, all of Borrower's property, wherever located, whether now or hereafter existing, owned, licensed, leased (to the followingextent of Borrower's leasehold interest therein), now owned and hereafter acquired by Debtor consigned (to the extent of Borrower's ownership therein), consigned (to the extent of Borrower's ownership therein), arising and/or Debtor’s customers (referred to individually and/or collectively as the “Collateral”): acquired, including without limitation all right, title, share and interest in, to and under of Borrower's: (a) the securities account listed on Schedule I attached hereto Accounts, chattel paper, tax refunds, contract rights, leases, leasehold interests, letters of credit, instruments, documents, documents of title, patents, copyrights, trademarks, tradenames, licenses, goodwill, beneficial interests and incorporated by reference (the “Collateral Account”)general intangibles; (b) those shares of stockall goods whose sale, securities, security entitlements, and/or financial assets, together with any and all distributions, whether in cash or in kind, upon or in connection therewith, whether such distributions or payments are dividends, are in partial or complete liquidation, or are the result of reclassification, readjustment lease or other changes in the capital structure of the Person issuing the same, or otherwise, disposition by Borrower have given rise to Accounts and any and all subscriptions, warrants, options and other rights issued upon and/or in connection therewith (collectively, the “Securities”), in each case, as deposited or held in or transferred or credited have been returned to or carried repossessed or stopped in the Collateral Account from time to timetransit by Borrower; (c) certificated and uncertificated securities; (d) goods, including without limitation all its consumer goods, machinery, equipment, farm products, fixtures and inventory; (e) liens, guaranties and other rights and privileges pertaining to any and all of the Collateral; (f) monies, reserves, deposits, certificates of deposit and deposit accounts and interest or dividends, securities, investment property, cashdividends thereon, cash equivalents and other or cash equivalents; (g) all property now or at any time or times hereafter in the possession or under the control of Secured Party, its parent, Subsidiaries or Affiliates Bank or its bailee; (ch) any and all accessions to any of the Collateral foregoing, all litigation proceeds pertaining to the foregoing and all substitutions, renewals, improvements and replacements of and additions theretoto the foregoing; and (di) all books, records and computer records in any way relating to the Collateral herein described. 3.2 All of the aforesaid property and products and proceeds of the foregoing (whether in the form of cashParagraph 3.1 above, including without limitation, proceeds of insurance policiespolicies insuring the foregoing are herein individually and collectively called the "Collateral", instruments, documents, general intangibles, contract rights, accounts, chattel paper, or otherwise). Notwithstanding anything The terms used herein to identify the contrary, “Collateral” Collateral shall not include any (i) deposit accounts or securities accounts holding solely assets that have been segregated for the exclusive benefit same meaning as are assigned to such terms as of Debtor’s customers or such segregated assets, or (ii) trust or other fiduciary deposit accounts or securities accounts and the assets thereindate hereof in the Illinois Uniform Commercial Code. 2.02 Debtor 3.3 Borrower shall make appropriate entries upon its financial statements and its books and records disclosing Bank's security interest in the Collateral. 3.4 Borrower shall execute and/or and deliver to Secured Party upon requestBank, at any time and from time to time hereafterthe request of Bank, all agreements, instruments, instruments and documents and other written matter (the “"Supplemental Documentation”") that Secured Party Bank reasonably may request, in form and substance acceptable to Secured PartyBank, to perfect and maintain Secured Party’s perfected Bank's security interest, lien and/or encumbrance interest in and/or pledge and assignment of the Collateral and to consummate the transactions contemplated in or by this AgreementAgreement and the Other Agreements. Borrower agrees that a carbon, photographic or photostatic copy, or other reproduction of this Agreement or of any financing statement, shall be sufficient to evidence Bank's security interest. 2.03 Debtor 3.5 Bank shall have the right, at any time during Borrower's usual business hours, to inspect the Collateral and all related records (and the premises upon which it is located) and to verify the amount and condition of or any other matter relating to the Collateral. 3.6 Borrower warrants and represents to and covenants with Secured Party Bank that: (a) Debtor Bank's security interest in the Collateral is now and at all times hereafter shall have, be perfected and Debtor shall continue have a first priority except as expressly agreed to have, good and marketable title to in writing by the Securities, free from any Liens, encumbrances, defenses and adverse claims other than the Liens created by this Agreement, the rights of Borrower’s customers with respect to Collateral consisting of customer securities, and Permitted LiensBank; (b) Debtor will defend the Securities against all claims offices and/or locations where Borrower keeps the Collateral are specified at the end of this Paragraph and Borrower shall not remove such Collateral therefrom except as may occur in the ordinary course of business, and shall not keep any of such Collateral at any other offices or demands locations unless Borrower gives Bank written notice thereof at least thirty (30) days prior thereto and the same is within the United States of all Persons (other than Secured Party America; and holders of Permitted Liens) claiming the Securities or any interest therein; (c) the addresses specified at the end of this Paragraph include and designate Borrower's principal executive office, principal place of business and other offices and places of business and are Borrower' sole offices and places of business. Borrower, by written notice delivered to Bank at least thirty (30) days prior thereto, shall advise Bank of Borrower's opening of any new office or place of business or its closing of any existing office or place of business and any new office or place of business shall be within the United States of America. Borrower has places of business at the address shown at the beginning of this Agreement and at the locations listed below: 1) 000 Xxxxxxxxxxxx Xxxxx, Xxxxx X, Xxxxxxxx, XX 00000 2) 000 Xxxxxxxx Xx., Xxx. 000, Xxx Xxxxx, XX.00000 3) 0000 Xxxxxxxx Xxxx., Ste. 105, Atlanta, GA. 30341 All of the Collateral currently owned by Borrower and all of the Collateral hereafter acquired is, or will be held or stored at the locations listed below: 1) The address of the Borrower shown at the beginning of this Agreement; 2) 000 Xxxxxxxxxxxx Xxxxx, Xxxxx X, Xxxxxxxx, XX 00000 3) 000 Xxxxxxxx Xx., Xxx. 000, Xxx Xxxxx, XX. 00000 4) 0000 Xxxxxxxx Xxxx., Ste. 105, Atlanta, Ga. 30341 3.7 At the request of Bank, Borrower shall receive, as the sole and exclusive property of Bank and as trustee for Bank, all monies, checks, notes, drafts and all other payments for and/or proceeds of Collateral which come into the possession or under the control of Borrower and immediately upon receipt thereof, Borrower shall remit the delivery same (or cause the same to be remitted), in kind, to Bank or at Bank's direction. 3.8 Upon demand or upon an Event of Default, Bank may take control of, in any manner, and pledge may endorse Borrower's name to any of any Securities as herein contemplatedthe items of payment or proceeds described in Paragraph 3.7 above and, Secured Party will have a first and prior security interest in (and upon foreclosure as contemplated by pursuant to the provisions of this Agreement, Secured Party will have good title toBank shall apply tile same to and on account of Borrower's Liabilities. 3.9 Bank may, and will at its option, at any time or times hereafter, but shall be the sole owner of) each of the Securities so delivered and pledgedunder no obligation to pay, free and clear acquire and/or accept an assignment of any other pledgesecurity interest, Lienlien, encumbrance or security interest other than Permitted Liens; and (d) as of claim asserted by any Person against the date delivered, all Securities delivered under this Agreement shall be, to the best knowledge of the Officers, free from defaultCollateral.