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American Consumers - Collateral Assignment of Deposit
The undersigned, American Consumers, Inc. (hereinafter collectively and/or individually referred to as "Pledgor"), for value received and in consideration of extensions of credit as may from time to time be made by Wachovia Bank of Georgia, N.A. (hereinafter referred to as "Lender"), a national banking association (hereinafter referred to as "Bank") or by any entity or entities now or hereafter directly or indirectly controlled by Wachovia Corporation or any successor (hereinafter referred to as "Bank's Affiliates" and Bank and Bank's Affiliates hereinafter collectively and/or individually, as the context shall require, referred to as "Lender") to Pledgor, either directly or indirectly, and/or _______________________________________________ (hereinafter collectively and/or individually referred to as "Borrower") and to secure any existing or future indebtedness, liability or obligation whatsoever of Pledgor and/or Borrower to Lender, whether absolute or contingent, and whether incurred as principal, maker, endorser, surety, account party or otherwise (hereinafter collectively referred to as the "Obligations"), Pledgor hereby transfers, sets over, assigns and conveys to Lender, and grants Lender a security interest in Certificate of Deposit account number 6139539 standing in the Pledgor's name on the books of Wachovia Bank of Georgia, N.A. (hereinafter referred to as "Financial Institution") and all Pledgor's right, title, equity and interest therein including, without limitation, all interest now or hereafter accruing thereon, together with any renewals, replacements and/or substitutions thereof, or any portion thereof and any deposits hereafter made therein or in any renewals, replacements and/or substitutions thereof and any and all proceeds of the foregoing (hereinafter collectively referred to as the "Collateral"). Pledgor hereby delivers all evidence of the foregoing Collateral to Bank and/or Bank's Affiliates, as requested. Pledgor hereby irrevocably constitutes and appoints each Lender its attorney in fact to transfer said Collateral on the books of such Financial Institution, with full power of substitution and transfer, including full power and authority to demand and receive such Collateral, or to transfer it into Lender's name.
Pledgor agrees that all or any part of the Collateral, including any interest accrued thereon, may be redeemed, appropriated and applied to the payment of the Obligations (even if such application and redemption shall result in a penalty for early withdrawal), whether or not the Obligations or any part thereof is due or payable.
In the event a Borrower is named in the first paragraph, Pledgor consents that, at any time, and from time to time, either with or without consideration, the whole or any part of any security now or hereafter held for any Obligations may be exchanged, compromised, or surrendered; the time or place of payment of any Obligations or of any security thereof may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; Borrower may be granted indulgences generally; any of the provisions of any note or other instrument evidencing any Obligations or any security therefor may be modified or waived; any party liable for the payment thereof may be granted indulgences or released; the death, termination of existence, bankruptcy, insolvency, incapacity, lack of authority or disability of Borrower or any endorser, surety or guarantor of the Obligations (hereinafter collectively and/or individually referred to as "Obligor") shall not affect the obligations of Pledgor hereunder and no claim need be asserted against the personal representative, guardian, custodian, trustee or debtor in bankruptcy or receiver of any deceased, incompetent, bankrupt or insolvent Borrower or Obligor; any deposit balance to the credit of Borrower, Obligor or any party liable upon any security therefor may be released, in whole or in part, at, before and/or after the stated, extended or accelerated maturity of any Obligations; and Lender may release, discharge, compromise or enter into any accord and satisfaction with respect to any collateral for the Obligations, or the liability of Borrower or Obligor, all without notice to or further assent by Pledgor, who shall remain bound hereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence, release, discharge or accord and satisfaction. Further, Pledgor expressly waives: (i) notice of acceptance of this Agreement and all extensions or renewals of credit or other financial accommodations to Borrower; (ii) presentment and demand for payment of any of the Obligations; (iii) protest and notice of dishonor or of default to Borrower, Obligor or to any other party with respect to any of the Obligations or with respect to any security therefor; (iv) any invalidity or disability in whole or in part at the time of the acceptance of, or at any time with respect to, any security for the Obligations or with respect to any party primarily or secondarily liable for the payment of the Obligations to Lender; (v) the fact that any security for the Obligations may at any time or from time to time be in default or be inaccurately estimated or may deteriorate in value for any cause whatsoever; (vi) any diligence in the creation or perfection of a security interest or collection or protection of or realization upon the Obligations or any security therefor, any liability hereunder, or any party primarily or secondarily liable for the Obligations or any lack of commercial reasonableness in dealing with any security for the Obligations; (vii) any duty or obligation on the part of Lender to ascertain the extent or nature of any security for the Obligations, or any insurance or other rights respecting such security, or the liability of any party primarily or secondarily liable for the Obligations, or to take any steps or action to safeguard, protect, handle, obtain or convey information respecting, or otherwise follow in any manner, any such security, insurance or other rights; (viii) any duty or obligation of Lender to proceed to collect the Obligations from, or to commence an action against, Borrower, Obligor, or any other person, or to resort to any security or to any balance of any deposit account or credit on the books of Lender in favor of Borrower, Obligor, or any other person, despite any notice or request of Pledgor to do so; (ix) any rights of Pledgor, if any, pursuant to Official Code of Georgia Section 10-7-24 or any similar or subsequent law; (x) all other notices to which Pledgor might otherwise be entitled; (xi) any defense as to invalidity or unenforceability of any Obligation; and (xii) any other legal or equitable defenses whatsoever to which Pledgor might otherwise be entitled. In addition, Pledgor hereby agrees and acknowledges that Lender, Borrower and Obligor have not made any representations or warranties with respect to: (i) Borrower or Obligor or the financial condition or solvency of Borrower or Obligor, or (ii) the value or nature of any collateral in which the Lender may have been granted a security interest.
This Collateral Assignment shall be in full force and effect until all of the Obligations to Lender have been indefeasibly paid in full and such payments are no longer subject to recission, recovery or repayment upon the bankruptcy, insolvency, reorganization, moratorium, receivership or similar proceeding affecting Borrower or Obligor, and Lender shall not be obligated to extend any further Obligations and has terminated the Agreement in writing.
This Collateral Assignment shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia.
IN WITNESS WHEREOF, the Pledgor has caused this Collateral Assignment to be executed under seal this 19th day of May...
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