General Loan and Collateral Agreement
of FIRST OF AMERICA SECURITIES, INC.
In order to induce Chemical Bank __________________ (hereinafter called the "Bank") from time to time in its discretion to extend or continue credit to or make other financial accommodations to or for the benefit of the undersigned or to or for the benefit of third parties on the guaranty or endorsement or other assurance of the undersigned, the undersigned grants to the Bank by pledge, assignment and/or hypothecation and agrees that in addition to any rights which the Bank would otherwise have, the Bank shall have a lien for all the liabilities of the undersigned upon, all property and the proceeds thereof (including any property of others that the undersigned has the power to pledge, assign, hypothecate or otherwise dispose of), real or personal, tangible or intangible, of any kind, or any interest in any thereof, now or hereafter pledged, mortgaged, transferred or assigned to the Bank, Chemical Securities, Inc., or any other affiliate of the Bank or its agents or otherwise in the possession or control of the Bank, Chemical Securities, Inc., or any other affiliate of the Bank now or hereafter, for safekeeping, custody, pledge, transmission and collection or for any other or different purpose for the account or benefit of the undersigned and also upon any balance of any deposit account or of any credit of the undersigned with the Bank, Chemical Securities, Inc., or any other affiliate of the Bank whether now existing or hereafter established, hereby authorizing the Bank at any time or times with or without prior notice to apply such balances or credits or any part thereof to such of the liabilities of the undersigned, although contingent or unmatured, in such amounts as it may select and whether or not the collateral or the responsibility of other persons primarily, secondarily or otherwise liable may be deemed adequate. All such property and balances and credits are hereinafter collectively referred to as the "collateral". For the purposes of this paragraph, all remittances and property shall be deemed to be in the possession of the Bank as soon as the same may be put in transit to it by mail or carrier.
For the purposes of this instrument, the term "liabilities of the undersigned" shall include all present and future liabilities of the undersigned to the Bank of any and all kinds, and claims of every nature and description of the Bank against the undersigned, whether created directly or acquired by the Bank by assignment or otherwise, whether now existing or hereafter arising, absolute or contingent, joint or several, due or to become due, secured or unsecured. If the liabilities of the undersigned arise out of the undersigned's guaranty of another person's or entity's (a "Borrower") debt to the Bank, such Borrower's obligations shall be part of the liabilities of the undersigned. 2
The undersigned shall remain responsible for ascertaining any maturities, calls, conversions, exchanges, tenders or similar matters relating to the collateral, and the Bank shall have no duty to so ascertain or to inform the undersigned with respect thereto (whether or not the Bank has, or is deemed to have, knowledge). Should the undersigned ascertain any such event and request that the Bank take action with respect thereto, the Bank shall not be required to do so unless such request be in writing and the Bank determines that such action will not adversely affect the value as collateral of the collateral.
The undersigned authorizes the Bank to deliver to others a copy of this General Loan and Collateral Agreement as written notification of the undersigned's transfer of a security interest in the Collateral to the Bank. The undersigned will execute immediately upon the Bank's request such documents and endorsements as are necessary or desirable, in the Bank's sole discretion, to perfect and continue perfected the liens and security interests granted herein or to enable the Bank to negotiate, transfer and deliver the collateral. The undersigned hereby appoints the Bank as the undersigned's attorney-in-fact, at the Bank's option and at the undersigned's expense, to do all acts and things, in the undersigned's name, place and stead, which the Bank deems necessary or desirable to perfect and continue perfected the security interests created herein and to protect the collateral . Upon receipt of any securities, dividends, or the like, that are distributed to the undersigned (as a result of a cash or stock dividend, stock split or otherwise) in respect of securities being held by the Bank, Chemical Securities, Inc., or any other affiliate of the Bank as collateral, the undersigned shall immediately deliver such securities, duly assigned, or such dividend payments, to the Bank or such affiliate.
The undersigned agrees that if at any time or times the value, represented by the price readily available to the Bank at an immediate sale, of the collateral then held by the Bank, should decline or should not be, in the sole judgment of the Bank, satisfactory or adequate, or shall be, in the sole judgment of the Bank, unsatisfactory or inadequate with respect to any and a