CLAUSES (C) AND (D) ABOVE MAY BE EXERCISED ONLY
AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT. BORROWER RATIFIES AND APPROVES ALL
ACTS OF THE ATTORNEY TAKEN WITHIN THE SCOPE OF THIS POWER OF ATTORNEY.
NEITHER
LENDER NOR THE ATTORNEY WILL BE LIABLE FOR ANY ACTS OF COMMISSION OR OMISSION
NOR FOR ANY ERROR IN JUDGMENT OR MISTAKE OF FACT OR LAW.
THIS POWER, BEING
COUPLED WITH AN INTEREST, IS IRREVOCABLE SO LONG AS ANY RECEIVABLE IN WHICH
LENDER HAS A SECURITY INTEREST OR ANY OBLIGATION REMAINS UNPAID.
BORROWER
WAIVES PRESENTMENT AND PROTEST OF ALL INSTRUMENTS AND NOTICE THEREOF, NOTICE OF
DEFAULT AND DISHONOR AND ALL OTHER NOTICES TO WHICH BORROWER MAY OTHERWISE BE
ENTITLED.
10.
LOCATION OF COLLATERAL.
BORROWER WARRANTS THAT ITS CHIEF EXECUTIVE
OFFICE IS AT THE ADDRESS STATED IN THE OPENING PARAGRAPH OF THIS AGREEMENT AND
THAT ITS BOOKS AND RECORDS
14
CONCERNING RECEIVABLES ARE LOCATED THERE.
BORROWER'S INVENTORY, EQUIPMENT AND
OTHER GOODS ARE AT THE LOCATION OR LOCATIONS AS DESIGNATED ON SCHEDULE C ANNEXED
HERETO.
BORROWER SHALL IMMEDIATELY NOTIFY LENDER IF ANY ADDITIONAL LOCATIONS
FOR COLLATERAL ARE SUBSEQUENTLY ESTABLISHED.
BORROWER SHALL NOT CHANGE THE
LOCATION OF ITS CHIEF EXECUTIVE OFFICE, THE PLACE WHERE IT KEEPS ITS BOOKS AND
RECORDS, OR THE LOCATION OF ANY COLLATERAL (EXCEPT FOR SALES OF INVENTORY OR
OBSOLETE EQUIPMENT IN THE ORDINARY COURSE OF BUSINESS) UNTIL BORROWER HAS
OBTAINED THE WRITTEN CONSENT OF LENDER AND ALL NECESSARY FILINGS HAVE BEEN MADE
AND OTHER ACTIONS TAKEN TO CONTINUE THE PERFECTION OF LENDER'S SECURITY INTEREST
IN SUCH NEW LOCATION.
LENDER'S SECURITY INTEREST ATTACHES TO ALL THE COLLATERAL
WHEREVER LOCATED, AND THE FAILURE OF BORROWER TO INFORM LENDER OF THE LOCATION
OF ANY ITEM OR ITEMS OF COLLATERAL SHALL NOT IMPAIR LENDER'S SECURITY INTEREST
THEREIN.
BORROWER'S STATE OF ORGANIZATION IS THE STATE SET FORTH IN THE
PREAMBLE HERETO AND SUCH STATE HAS BEEN ITS STATE OF ORGANIZATION SINCE THE DATE
OF BORROWER'S ORGANIZATION.
BORROWER WILL NOT CHANGE ITS STATE OF ORGANIZATION
FROM SUCH STATE WITHOUT 30 DAYS' PRIOR WRITTEN NOTICE TO LENDER, LENDER HAS
GIVEN ITS WRITTEN CONSENT TO SUCH CHANGE, AND BORROWER HAS DELIVERED TO LENDER
ACKNOWLEDGEMENT COPIES OF FINANCING STATEMENTS FILED WHERE APPROPRIATE TO
CONTINUE THE PERFECTION OF LENDER'S SECURITY INTEREST AS A FIRST PRIORITY
SECURITY INTEREST THEREIN.
11.
OWNERSHIP AND PROTECTION OF COLLATERAL.
BORROWER WARRANTS,
REPRESENTS AND COVENANTS TO LENDER THAT THE COLLATERAL IS NOW AND, SO LONG AS
BORROWER IS OBLIGATED TO LENDER, WILL BE, OWNED BY BORROWER FREE AND CLEAR OF
ALL SECURITY INTERESTS EXCEPT FOR THE SECURITY INTEREST IN FAVOR OF LENDER
CREATED BY THIS AGREEMENT AND EXCEPT THE SECURITY INTERESTS, IF ANY, PERMITTED
BY PARAGRAPH 18(C).
BORROWER WILL NOT SELL, LEASE OR OTHERWISE DISPOSE OF THE
COLLATERAL, OR ATTEMPT SO TO DO (EXCEPT FOR SALES IN THE ORDINARY COURSE OF
BUSINESS OF INVENTORY OR OBSOLETE EQUIPMENT) WITHOUT THE PRIOR WRITTEN CONSENT
OF LENDER AND UNLESS THE PROCEEDS OF ANY SUCH SALE (INCLUDING, WITHOUT
LIMITATION, SALES IN THE ORDINARY COURSE OF BUSINESS OF INVENTORY OR OBSOLETE
EQUIPMENT) ARE