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1. The EDA shall share with the Bank, in proportion to the <br />EDA's participation hereunder, in any payments received from the <br />Debtor unless an Event of Termination (hereinafter defined) has <br />occurred. The EDA shall be secured by any collateral set forth in <br />the provisions of the loan documents for the Indebtedness (the <br />"Loan Documents"). However, the interest of the EDA shall be <br />subordinate and inferior to the interests of the Bank, as herein_ <br />provided. <br />2. The EDA hereby acknowledges its consent to the Loan <br />Documents, copies of which are attached to this Agreement, and to <br />all financing statements, certificates, filings and other <br />instruments, agreements or writings issued or presented, and to all <br />other actions taken, in connection therewith. <br />3. At the time of execution and delivery of this Agreement, <br />the EDA shall pay to the Bank (in immediately available funds) the <br />EDA's proportionate share of all amounts heretofore advanced by the <br />Bank to the Debtor on the Indebtedness, and similarly for any <br />future disbursements made by the Bank thereon. There shall be no <br />more than three disbursements. <br />4. The Bank shall administer, manage and service the <br />Indebtedness under the Loan Documents. The Bank may waive the <br />performance of obligations of the Debtor or excuse the <br />nonoccurrence of conditions of Debtor without approval of EDA. The <br />Bank shall without approval of EDA exercise collection rights with <br />respect to any collateral; foreclose against any collateral or <br />accept a transfer in lieu of foreclosure; collect and receive any <br />and all payments, collections and proceeds of collateral made or <br />287902.1 2 <br />