HEREIN OR AT ANY ADDRESS APPEARING ON YOUR RECORDS FOR US.
ALL NOTICES
SHALL BE SENT THOUGH A NATIONALLY REPUTABLE OVERNIGHT COURIER TO ARRIVE THE NEXT
DAY.
ANY PROCEEDS OF ANY DISPOSITION OF ANY OF THE COLLATERAL SHALL BE APPLIED
BY YOU TO THE PAYMENT OF ALL EXPENSES IN CONNECTION WITH THE SALE OF THE
COLLATERAL, INCLUDING REASONABLE ATTORNEYS' FEES AND OTHER LEGAL EXPENSES AND
DISBURSEMENTS AND THE REASONABLE EXPENSE OF RETAKING, HOLDING, PREPARING FOR
SALE, SELLING, AND THE LIKE, AND ANY BALANCE OF SUCH PROCEEDS MAY BE APPLIED BY
YOU TOWARD THE PAYMENT OF THE OBLIGATIONS IN SUCH ORDER OF APPLICATION AS YOU
MAY ELECT, AND WE SHALL BE LIABLE FOR ANY DEFICIENCY.
6.
IF WE DEFAULT IN THE PERFORMANCE OR
FULFILLMENT OF ANY OF THE TERMS, CONDITIONS, PROMISES, COVENANTS, PROVISIONS OR
WARRANTIES ON OUR PART TO BE PERFORMED OR FULFILLED UNDER OR PURSUANT TO THIS
AGREEMENT, YOU MAY, AT YOUR OPTION WITHOUT WAIVING YOUR RIGHT TO ENFORCE THIS
AGREEMENT ACCORDING TO ITS TERMS, IMMEDIATELY OR AT ANY TIME THEREAFTER AND
WITHOUT NOTICE TO US, PERFORM OR FULFILL THE SAME OR CAUSE THE PERFORMANCE OR
FULFILLMENT OF THE SAME FOR OUR ACCOUNT AND AT OUR SOLE COST AND EXPENSE, AND
THE COST AND EXPENSE THEREOF (INCLUDING REASONABLE ATTORNEYS' FEES) SHALL BE
ADDED TO THE OBLIGATIONS AND SHALL BE PAYABLE ON DEMAND WITH INTEREST THEREON AT
THE HIGHEST RATE PERMITTED BY LAW OR, AT YOUR OPTION, DEBITED BY YOU FROM THE
COLLATERAL.
7.
WE APPOINT YOU, ANY OF YOUR OFFICERS,
EMPLOYEES OR ANY OTHER PERSON OR ENTITY WHOM YOU MAY DESIGNATE AS OUR ATTORNEY,
WITH POWER TO EXECUTE SUCH DOCUMENTS IN OUR BEHALF AND TO SUPPLY ANY OMITTED
INFORMATION AND CORRECT PATENT ERRORS IN ANY DOCUMENTS EXECUTED BY US OR ON OUR
BEHALF; TO FILE FINANCING STATEMENTS AGAINST US COVERING THE COLLATERAL,
PROVIDED YOU FURNISH A COPY OF THE SAME TO US PRIOR TO FILING; TO SIGN OUR NAME
ON PUBLIC RECORDS; AND TO DO ALL OTHER THINGS YOU DEEM REASONABLY NECESSARY TO
CARRY OUT THIS AGREEMENT.
NEITHER YOU NOR THE ATTORNEY WILL BE LIABLE FOR ANY
ACTS OF COMMISSION OR OMISSION, NOR FOR ANY ERROR OF JUDGMENT OR MISTAKE OF FACT
OR LAW OTHER THAN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THIS POWER BEING
COUPLED WITH AN INTEREST, IS IRREVOCABLE SO LONG AS ANY OBLIGATIONS REMAIN
UNPAID.
8.
NO DELAY OR FAILURE ON YOUR PART IN
EXERCISING ANY RIGHT, PRIVILEGE OR OPTION HEREUNDER SHALL OPERATE AS A WAIVER OF
SUCH OR OF ANY OTHER RIGHT, PRIVILEGE, REMEDY OR OPTION, AND
4
NO WAIVER WHATEVER SHALL BE VALID UNLESS IN WRITING, SIGNED BY YOU AND THEN ONLY
TO THE EXTENT THEREIN SET FORTH, AND NO WAIVER BY YOU OF ANY DEFAULT SHALL
OPERATE AS A WAIVER OF ANY OTHER DEFAULT OR OF THE SAME DEFAULT ON A FUTURE
OCCASION.
YOUR BOOKS AND RECORDS CONTAINING ENTRIES WITH RESPECT TO THE
OBLIGATIONS SHALL BE ADMISSIBLE IN EVIDENCE IN ANY ACTION OR PROCEEDING, SHALL
BE BINDING UPON US FOR THE PURPOSE OF ESTABLISHING