LENDER IN PROTECTING
ITS INTEREST IN THE COLLATERAL AND IN ENFORCING ITS RIGHTS HEREUNDER WITH
RESPECT TO THE COLLATERAL.
ANY NOTICE OF SALE, DISPOSITION OR OTHER INTENDED
ACTION BY LENDER WITH RESPECT TO THE COLLATERAL GIVEN TO BORROWER IN ACCORDANCE
WITH THE PROVISIONS HEREOF AT LEAST TEN (10) DAYS PRIOR TO SUCH ACTION SHALL
CONSTITUTE REASONABLE NOTICE TO BORROWER.
(B)
BORROWER HEREBY IRREVOCABLY APPOINTS LENDER AS ITS
ATTORNEY-IN-FACT, COUPLED WITH AN INTEREST, TO FILE WITH THE APPROPRIATE PUBLIC
OFFICE ON ITS BEHALF ANY FINANCING OR OTHER STATEMENTS SIGNED ONLY BY LENDER, AS
SECURED PARTY, OR, TO THE EXTENT PERMITTED UNDER THE UCC, UNSIGNED, IN
CONNECTION WITH THE COLLATERAL COVERED BY THIS AGREEMENT.
SUCH FINANCING
STATEMENTS MAY, AT THE OPTION OF LENDER, DESCRIBE THE COLLATERAL AS "ALL ASSETS"
OR "ALL PERSONAL PROPERTY" OF BORROWER.
(C)
BORROWER WILL FURNISH TO LENDER FROM TIME TO TIME STATEMENTS AND
SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL AND SUCH OTHER
REPORTS IN CONNECTION WITH THE COLLATERAL AS LENDER MAY REASONABLY REQUEST, ALL
IN REASONABLE DETAIL.
(D)
THE POWERS CONFERRED ON LENDER HEREUNDER ARE SOLELY TO PROTECT
LENDER'S INTEREST IN THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON IT TO
EXERCISE ANY SUCH POWERS.
EXCEPT FOR THE SAFE CUSTODY OF ANY COLLATERAL IN ITS
POSSESSION AND THE ACCOUNTING FOR MONEYS ACTUALLY RECEIVED BY IT HEREUNDER,
LENDER SHALL HAVE NO DUTY (AND NEITHER LENDER NOR ANY OF ITS PARTNERS, MEMBERS,
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE RESPONSIBLE TO BORROWER FOR
ANY ACT OR FAILURE TO ACT) AS TO ANY COLLATERAL, AS TO ASCERTAINING OR TAKING
ACTION WITH RESPECT TO CALLS, CONVERSIONS, EXCHANGES, MATURITIES, TENDERS OR
OTHER MATTERS RELATING TO ANY COLLATERAL, WHETHER OR NOT LENDER HAS OR IS DEEMED
TO HAVE KNOWLEDGE OF SUCH MATTERS, OR AS TO THE TAKING OF ANY NECESSARY STEPS TO
PRESERVE RIGHTS AGAINST ANY PARTIES OR ANY OTHER RIGHTS PERTAINING TO ANY
COLLATERAL.
LENDER SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN THE
CUSTODY AND PRESERVATION OF ANY COLLATERAL IN ITS POSSESSION IF SUCH COLLATERAL
IS ACCORDED TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH IT ACCORDS ITS OWN
PROPERTY.
ARTICLE VI.
PREPAYMENT
SECTION 6.01.
PREPAYMENT.
(A) EXCEPT AS SET FORTH IN SECTION 6.01(B) HEREOF,
NO PREPAYMENT OF THE DEBT MAY BE MADE IN WHOLE OR IN PART.
(B)
BORROWER MAY VOLUNTARILY PREPAY THE LOAN, IN WHOLE OR IN PART, ON
ANY BUSINESS DAY, IN ACCORDANCE WITH THE FOLLOWING PROVISIONS:
(I)
LENDER SHALL HAVE RECEIVED FROM BORROWER NOT LESS THAN THIRTY
(30) DAYS , NOR MORE THAN NINETY (90) DAYS, PRIOR WRITTEN NOTICE SPECIFYING THE
DATE PROPOSED FOR SUCH PREPAYMENT AND THE AMOUNT WHICH IS TO BE PREPAID (WHICH
NOTICE SHALL BE REVOCABLE BY BORROWER UP TO THREE (3) TIMES DURING THE TERM OF
THE LOAN BY GIVING LENDER NOT LESS THAN ONE (1) BUSINESS DAY PRIOR WRITTEN
NOTICE OF SUCH REVOCATION, PROVIDED THAT BORROWER SHALL REMAIN OBLIGATED TO PAY
LENDER'S COSTS AND EXPENSES INCLUDING, WITHOUT LIMITATION, BREAKAGE COSTS
INCURRED BY LENDER IN CONNECTION WITH SUCH REVOCATION).
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(II)
BORROWER