2011-078 RES ACKNOWLEDGEMENT & APPROVAL LOAN AGREEMENT & PROMISSORY NOTE BETWEEN PEDC & CAPITAL ONE

Home Browse Search

A. Debtor Represents and Warrants the following: 1. No Financing Statement covering the Collateral is filed in any public office. 2. Debtor owns the Collateral and has the authority to grant this security interest. All information about Debtor's fmancial condition is or will be accurate when provided to Secured Party. B. Debtor agrees to: 1. Defend the Collateral against all claims adverse to Secured Party's interest. 2. Pay all Secured Party's expenses, including reasonable attorney's fees, incurred to obtain, preserve, perfect, defend and enforce this agreement or the Collateral, and to collect or enforce the obligation. These expenses will bear interest from the date of advance at the rate stated in the Note for matured, unpaid amounts, and are payable on demand at the place where the Obligation is payable. These expenses and interest are part of the Obligation and are secured by this agreement. 3. Sign and deliver to Secured Party any documents or instruments that Secured Party considers necessary to obtain, maintain and perfect this security interest in the Collateral. 4. Notify Secured Party immediately of any event of default and of any material change (a) in the Collateral, (b) in Debtor's Mailing Address, (c) in the location of any Collateral, (d) in any other representation or warranty in this agreement, and (e) that may affect this security interest, and of any change (f) in Debtor's name. 5. Maintain accurate records of the Collateral at the address set forth above; furnish Secured Party any requested information related to the Collateral; and permit Secured Pariy to inspect and copy all records relating to the Collateral. 6. Preserve the liability of all obligors on the Collateral and preserve the priority of all security for the Collateral. Pay Secured Party the unpaid amount of an account in the Collateral if the account is not paid when due. Secured Party may retain the account in the Collateral and may charge any deposit account of Debtor with the unpaid amount. C. Debtor Agrees Not to: Change the state in which Debtor's place of business (or chief executive office if Debtor has more than one place of business) is located, change its name, or convert to a different entity without notifying Secured Party in advance and taking action to continue the perfected status of the securiry interest in the Collateral. D. Default and Remedies: 1. A default exists if- (a) . Debtor, Obligor or any secondary obligor fails to timely pay or perform any obligation or covenant in any written agreement between Secured Party and any of Debtor, Obligor, or any secondary obligor, and, notice having been given as herein provided, Debtor, Obligor or any secondary obligor fails to correct such default within the time period specified; (b) any warranty, covenant, or representation in this agreement or in any other agreement between Secured Party and any of Debtor, Obligor, or any secondary obligor is false when made; (c) a receiver is appointed for Debtor, Obligor, any secondary obligor, or any of the Collateral; or (d) a banlmzptcy or insolvency proceeding is commenced against or by Debtor, any partnership of which Debtor is a general pariner, Obligor, or any secondary obligor. If a default exists, Secured Party may- (a) demand, collect, convert, redeem, settle, compromise, receipt for, realize on, sue for, and adjust the Collateral either in Secured Party's or Debtor's name, as Secured Party desires, or talce control of any proceeds of the Collateral and apply the proceeds against the Obligation; (b) exercise any rights and remedies granted by law or this agreement;